Florida Statutes Title XXXVI Chapter 605 - Florida Revised Limited Liability Company Act

• 605.0101 - Short Title.
  Sections 605.0101-605.1108 may be cited as the “Florida Revised Limited Liability Company Act.”History.—s. 2, ch. 2013-180.
• 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...
• 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)(b), or a law...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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.”(b) Must be distinguishable in the records of...
• 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...
• 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...
• 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...
• 605.0116 - Change Of Name Or Address By Registered Agent.
  (1) If a registered agent changes his or her name or address, the agent may deliver to the department for filing a statement of change that...
• 605.0117 - Service Of Process, Notice, Or Demand.
  (1) A limited liability company or registered foreign limited liability company may be served with process, notice, or a demand required or authorized by law by...
• 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...
• 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...
• 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...
• 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...
• 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),...
• 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...
• 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...
• 605.0206 - Filing Requirements.
  (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...
• 605.0207 - Effective Date And Time.
  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...
• 605.0208 - Withdrawal Of Filed Record Before Effectiveness.
  (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...
• 605.0209 - Correcting Filed Record.
  (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...
• 605.0210 - Duty Of Department To File; Review Of Refusal To File; Transmission Of Information By Department.
  (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...
• 605.0211 - Certificate Of Status.
  (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...
• 605.0212 - Annual Report For Department.
  (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...
• 605.0213 - Fees Of The Department.
  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...
• 605.0214 - Powers Of Department.
  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...
• 605.0215 - Certificates To Be Received In Evidence And Evidentiary Effect Of Copy Of Filed Document.
  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...
• 605.0216 - Statement Of Dissociation Or Resignation.
  (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...
• 605.0301 - Power To Bind Limited Liability Company.
  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...
• 605.0302 - Statement Of Authority.
  (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...
• 605.0303 - Statement Of Denial.
  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...
• 605.0304 - Liability Of Members And Managers.
  (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...
• 605.0401 - Becoming A Member.
  (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...
• 605.0402 - Form Of Contribution.
  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...
• 605.0403 - Liability For Contributions.
  (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...
• 605.0404 - Sharing Of Distributions Before Dissolution And Profits And Losses.
  (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...
• 605.0405 - Limitations On Distributions.
  (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...
• 605.0406 - Liability For Improper Distributions.
  (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...
• 605.0407 - Management Of Limited Liability Company.
  (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...
• 605.04071 - Delegation Of Rights And Powers To Manage.
  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...
• 605.04072 - Selection And Terms Of Managers In A Manager-managed Limited Liability Company.
  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...
• 605.04073 - Voting Rights Of Members And Managers.
  (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...
• 605.04074 - Agency Rights Of Members And Managers.
  (1) In a member-managed limited liability company, the following rules apply:1(a) Except as provided in subsection (3), each member is an agent of the limited liability company...
• 605.0408 - Reimbursement, Indemnification, Advancement, And Insurance.
  (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...
• 605.04091 - Standards Of Conduct For Members And Managers.
  (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...
• 605.04092 - Conflict Of Interest Transactions.
  (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...
• 605.04093 - Limitation Of Liability Of Managers And Members.
  (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...
• 605.0410 - Records To Be Kept; Rights Of Member, Manager, And Person Dissociated To Information.
  (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...
• 605.0411 - Court-ordered Inspection.
  (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,...
• 605.0501 - Nature Of Transferable Interest.
  A transferable interest is personal property.History.—s. 2, ch. 2013-180.
• 605.0502 - Transfer Of Transferable Interest.
  (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...
• 605.0503 - Charging Order.
  (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...
• 605.0504 - Power Of Legal Representative.
  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...
• 605.0601 - Power To Dissociate As Member; Wrongful Dissociation.
  (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...
• 605.0602 - Events Causing Dissociation.
  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...
• 605.0603 - Effect Of Dissociation.
  (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...
• 605.0701 - Events Causing Dissolution.
  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...
• 605.0702 - Grounds For Judicial Dissolution.
  (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...
• 605.0703 - Procedure For Judicial Dissolution; Alternative Remedies.
  (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...
• 605.0704 - Receivership Or Custodianship.
  (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...
• 605.0705 - Decree Of Dissolution.
  (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...
• 605.0706 - Election To Purchase Instead Of Dissolution.
  (1) In a proceeding initiated by a member of a limited liability company under s. 605.0702(1)(b) to dissolve the company, the company may elect, or, if...
• 605.0707 - Articles Of Dissolution; Filing Of Articles Of Dissolution.
  (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...
• 605.0708 - Revocation Of Articles Of Dissolution.
  (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,...
• 605.0709 - Winding Up.
  (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...
• 605.0710 - Disposition Of Assets In Winding Up.
  (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...
• 605.0711 - Known Claims Against Dissolved Limited Liability Company.
  (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...
• 605.0712 - Other Claims Against A Dissolved Limited Liability Company.
  (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...
• 605.0713 - Court Proceedings.
  (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...
• 605.0714 - Administrative Dissolution.
  (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...
• 605.0715 - Reinstatement.
  (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...
• 605.0716 - Judicial Review Of Denial Of Reinstatement.
  (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...
• 605.0717 - Effect Of Dissolution.
  (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...
• 605.0801 - Direct Action By Member.
  (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...
• 605.0802 - Derivative Action.
  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...
• 605.0803 - Proper Plaintiff.
  A derivative action to enforce a right of a limited liability company may be maintained only by a person who is a member at the...
• 605.0804 - Special Litigation Committee.
  (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...
• 605.0805 - Proceeds And Expenses.
  (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...
• 605.0806 - Voluntary Dismissal Or Settlement; Notice.
  (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...
• 605.0901 - Governing Law.
  (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...
• 605.0902 - Application For Certificate Of Authority.
  (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...
• 605.0903 - Effect Of A Certificate Of Authority.
  (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...
• 605.0904 - Effect Of Failure To Have Certificate Of Authority.
  (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...
• 605.0905 - Activities Not Constituting Transacting Business.
  (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...
• 605.0906 - Noncomplying Name Of Foreign Limited Liability Company.
  (1) A foreign limited liability company whose name is unavailable under or whose name does not otherwise comply with s. 605.0112 may use an alternate name...
• 605.0907 - Amendment To Certificate Of Authority.
  (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...
• 605.0908 - Revocation Of Certificate Of Authority.
  (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...
• 605.0909 - Reinstatement Following Revocation Of Certificate Of Authority.
  (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...
• 605.0910 - Withdrawal And Cancellation Of Certificate Of Authority.
  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...
• 605.0911 - Withdrawal Deemed On Conversion To Domestic Filing Entity.
  A registered foreign limited liability company that converts to a domestic limited liability company or to another domestic entity that is organized, incorporated, registered or...
• 605.0912 - Withdrawal On Dissolution, Merger, Or Conversion To Nonfiling Entity.
  (1) A registered foreign limited liability company that has dissolved and completed winding up, has merged into a foreign entity that is not registered in this...
• 605.0913 - Action By Department Of Legal Affairs.
  The Department of Legal Affairs may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of...
• 605.1001 - Relationship Of The Provisions Of This Section And Ss. 605.1002-605.1072 To Other Laws.
  (1) The provisions of this section and ss. 605.1002-605.1072 do not authorize an act prohibited by, and do not affect the application or requirements of, law...
• 605.1002 - Charitable And Donative Provisions.
  (1) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter...
• 605.1003 - Status Of Filings.
  A filing under ss. 605.1001-605.1072 signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law...
• 605.1004 - Nonexclusivity.
  The fact that a transaction under ss. 605.1001-605.1072 produces a certain result does not preclude the same result from being accomplished in any other manner...
• 605.1005 - Reference To External Facts.
  A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in...
• 605.1006 - Appraisal Rights.
  (1) A member of a limited liability company is entitled to appraisal rights and to obtain payment of the fair value of that member’s membership interest...
• 605.1021 - Merger Authorized.
  (1) By complying with the provisions of this section and ss. 605.1022-605.1026:(a) One or more domestic limited liability companies may merge with one or more domestic or...
• 605.1022 - Plan Of Merger.
  (1) A domestic limited liability company may become a party to a merger under the provisions of ss. 605.1021-605.1026 by approving a plan of merger. The...
• 605.1023 - Approval Of Merger.
  (1) A plan of merger is not effective unless it has been approved:(a) With respect to a domestic merging limited liability company, by a majority-in-interest of the...
• 605.1024 - Amendment Or Abandonment Of Plan Of Merger.
  (1) A plan of merger may be amended only with the consent of each party to the plan except as otherwise provided in the plan or...
• 605.1025 - Articles Of Merger.
  (1) After a plan of merger is approved, articles of merger must be signed by each merging entity and delivered to the department for filing.(2) The articles...
• 605.1026 - Effect Of Merger.
  (1) When a merger becomes effective:(a) The surviving entity continues in existence;(b) Each merging entity that is not the surviving entity ceases to exist;(c) All property of each merging...
• 605.1031 - Interest Exchange Authorized.
  (1) By complying with the provisions this section and of ss. 605.1032-605.1036:(a) A domestic limited liability company may acquire all of one or more classes or series...
• 605.1032 - Plan Of Interest Exchange.
  (1) A domestic limited liability company may be the acquired entity in an interest exchange under the provisions of ss. 605.1031-605.1036 by approving a plan of...
• 605.1033 - Approval Of Interest Exchange.
  (1) A plan of interest exchange is not effective unless it has been approved:(a) With respect to a domestic limited liability company that is the acquired entity...
• 605.1034 - Amendment Or Abandonment Of Plan Of Interest Exchange.
  (1) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan...
• 605.1035 - Articles Of Interest Exchange.
  (1) After a plan of interest exchange has been approved, articles of interest exchange must be signed by each party to the interest exchange and delivered...
• 605.1036 - Effect Of Interest Exchange.
  (1) When an interest exchange in which the acquired entity is a domestic limited liability company becomes effective:(a) The interests in a domestic company which are the...
• 605.1041 - Conversion Authorized.
  (1) By complying with the provisions of this section and ss. 605.1042-605.1046, a domestic limited liability company may become:(a) A domestic entity that is a different type...
• 605.1042 - Plan Of Conversion.
  (1) A domestic limited liability company may convert into a different type of domestic entity or into a foreign entity that is a foreign limited liability...
• 605.1043 - Approval Of Conversion.
  (1) A plan of conversion is not effective unless it has been approved:(a) If the converting entity is a domestic limited liability company, by a majority-in-interest of...
• 605.1044 - Amendment Or Abandonment Of Plan Of Conversion.
  (1) A plan of conversion of a domestic converting limited liability company may be amended:(a) In the same manner as the plan was approved, if the plan...
• 605.1045 - Articles Of Conversion.
  (1) After a plan of conversion is approved, articles of conversion signed by the converting entity must be delivered to the department for filing.(2) The articles of...
• 605.1046 - Effect Of Conversion.
  (1) When a conversion in which the converted entity is a domestic limited liability company becomes effective:(a) The converted entity is:1. Organized under and subject to this chapter;...
• 605.1051 - Domestication Authorized.
  By complying with this section and ss. 605.1052-605.1056, a non-United States entity may become a domestic limited liability company if the domestication is authorized under...
• 605.1052 - Plan Of Domestication.
  (1) A non-United States entity may become a domestic limited liability company by approving a plan of domestication. The plan of domestication must be in a...
• 605.1053 - Approval Of Domestication.
  A plan of domestication of a domesticating entity shall be approved:(1) In accordance with the organic law of the domesticating entity’s jurisdiction of formation; and(2) In a...
• 605.1054 - Amendment Or Abandonment Of Plan Of Domestication.
  (1) A plan of domestication of a domesticating entity may be amended:(a) In the same manner as the plan was approved if the plan does not provide...
• 605.1055 - Articles Of Domestication.
  (1) The articles of domestication must be filed with the department. The articles of domestication must contain the following:(a) The date on which the domesticating entity was...
• 605.1056 - Effect Of Domestication.
  (1) When a domestication becomes effective:(a) The domesticated limited liability company is:1. Organized under and subject to the organic law of this state; and2. The same entity, without interruption,...
• 605.1061 - Appraisal Rights; Definitions.
  The following definitions apply to this section and to ss. 605.1006 and 605.1062-605.1072:(1) “Accrued interest” means interest from the effective date of the appraisal event to...
• 605.1062 - Assertion Of Rights By Nominees And Beneficial Owners.
  (1) A record member may assert appraisal rights as to less than all the membership interests registered in the record member’s name which are owned by...
• 605.1063 - Notice Of Appraisal Rights.
  (1) If a proposed appraisal event is to be submitted to a vote at a members’ meeting, the meeting notice must state that the limited liability...
• 605.1064 - Notice Of Intent To Demand Payment.
  (1) If a proposed appraisal event is submitted to a vote at a members’ meeting, a member who is entitled to and who wishes to assert...
• 605.1065 - Appraisal Notice And Form.
  (1) If the proposed appraisal event becomes effective, the limited liability company must send a written appraisal notice and form required by paragraph (2)(a) to all...
• 605.1066 - Perfection Of Rights; Right To Withdraw.
  (1) A member who receives notice pursuant to s. 605.1065 and wishes to exercise appraisal rights must sign and return the form received pursuant to s....
• 605.1067 - Member’s Acceptance Of Limited Liability Company’s Offer.
  (1) If the member states on the form provided in s. 605.1065(1) that the member accepts the offer of the limited liability company to pay the...
• 605.1068 - Procedure If Member Is Dissatisfied With Offer.
  (1) A member who is dissatisfied with the limited liability company’s offer as provided pursuant to s. 605.1065(2)(b)4. must notify the limited liability company on the...
• 605.1069 - Court Action.
  (1) If a member makes demand for payment under s. 605.1068 which remains unsettled, the limited liability company shall commence a proceeding within 60 days after...
• 605.1070 - Court Costs And Attorney Fees.
  (1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court....
• 605.1071 - Limitation On Limited Liability Company Payment.
  (1) Payment may not be made to a member seeking appraisal rights if, at the time of payment, the limited liability company is unable to meet...
• 605.1072 - Other Remedies Limited.
  (1) The legality of a proposed or completed appraisal event may not be contested, and the appraisal event may not be enjoined, set aside, or rescinded,...
• 605.1101 - Uniformity Of Application And Construction.
  In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to the uniform act...
• 605.1102 - Relation To Electronic Signatures In Global And National Commerce Act.
  This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. s. 7001 et seq., but does not modify,...
• 605.1103 - Tax Exemption On Income Of Certain Limited Liability Companies.
  (1) A limited liability company classified as a partnership for federal income tax purposes, or a single-member limited liability company that is disregarded as an entity...
• 605.1104 - Interrogatories By Department; Other Powers Of Department.
  (1) The department may direct to any limited liability company or foreign limited liability company subject to this chapter, and to a member or manager of...
• 605.1105 - Reservation Of Power To Amend Or Repeal.
  The Legislature has the power to amend or repeal all or part of this chapter at any time, and all domestic and foreign limited liability...
• 605.1106 - Savings Clause.
  (1) Except as provided in subsection (2), the repeal of a statute by this chapter does not affect:(a) The operation of the statute or an action taken...
• 605.1107 - Severability Clause.
  If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or...
• 605.1108 - Application To Limited Liability Company Formed Under The Florida Limited Liability Company Act.
  (1) Subject to subsection (4), before January 1, 2015, this chapter governs only:(a) A limited liability company formed on or after January 1, 2014; and(b) A limited liability...

Last modified: September 23, 2016