605.0101 – Short Title.

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.

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 acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest […]

605.0103 – Knowledge; Notice.

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 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 […]

605.0104 – Governing 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 the debts, obligations, or other liabilities of a limited liability company. History.—s. 2, ch. 2013-180.

605.0105 – Operating Agreement; Scope, Function, and Limitations.

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 the limited liability company. (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs […]

605.0106 – Operating Agreement; Effect on Limited Liability Company and Person Becoming Member; Preformation Agreement; Other Matters Involving Operating Agreement.

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 agreement. (2) A person who becomes a member of a limited liability company […]

605.0107 – Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company.

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 satisfaction of a condition. An amendment is ineffective if its adoption does not […]

605.0108 – Nature, Purpose, and Duration of Limited Liability Company.

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 a for-profit company. (3) A limited liability company has an indefinite duration. History.—s. 2, ch. 2013-180.

605.0109 – Powers.

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 all things necessary or convenient to carry out its activities and affairs, including the power to do all of the following: (1) Sue, be sued, and defend in its name. (2) Purchase, […]

605.0110 – Limited Liability Company Property.

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 company property. (2) Property acquired with limited liability company funds is limited liability company property. (3) Instruments and documents providing for the acquisition, mortgage, or disposition of property […]

605.0111 – Rules of Construction and Supplemental Principles of Law.

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 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 person […]

605.0112 – Name.

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” as will clearly indicate that it is a limited liability company instead of a natural person, partnership, corporation, or other business entity. (b) Must be distinguishable in the records of the department from the names […]

605.01125 – Reserved Name.

605.01125 Reserved name.— (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 name and address of the applicant and the […]

605.0113 – Registered Agent.

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 this state: (a) A registered office, which may be the same as its place of business in this state; and (b) A registered agent, who must be: 1. An individual who […]

605.0114 – Change of Registered Agent or Registered Office.

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 department for filing a statement of change containing the following: (a) The name of the limited liability company or foreign limited liability company. (b) The […]

605.0115 – Resignation of Registered Agent.

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 signed statement of resignation containing the name of the limited liability company or foreign limited liability company. (2) After delivering the statement of resignation to the department […]

605.0116 – Change of Name or Address by Registered Agent.

605.0116 Change of name or address by registered agent.— (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 registered agent. (b) The […]

605.0117 – Service of Process, Notice, or Demand.

1605.0117 Service of process, notice, or demand.— (1) A limited liability company or registered foreign limited liability company may be served with process required or authorized by law by serving on its registered agent. (2) If a limited liability company or registered foreign limited liability company ceases to have a registered agent or if its registered agent cannot […]

605.0118 – Delivery of Record.

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 delivery service, and electronic transmission. (2) Except as provided in subsection (3), delivery to the department is effective only when a record is received by the department. (3) If […]

605.0119 – Waiver of Notice.

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 a member of a limited liability company or to a manager of a limited liability company having a manager or managers, a waiver in writing signed by the […]