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 for filing. (2) The articles of organization must state the following: (a) The name of the limited liability company, which must comply with s. […]
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 department for filing an amendment, designated as such in its heading, which contains the following: (a) The present name of the company. (b) 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), a record signed on behalf of a limited liability company must be signed by a person authorized by the […]
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 does not do so, another person who is aggrieved may petition the circuit court to order: (a) The person to sign the record; (b) The […]
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 loss by reliance on such information may recover damages for the loss from: (a) A person who signed the record, or caused another to […]
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 in a medium authorized by the department, and be delivered to the department. If all filing fees are paid, the department shall file the record unless the department […]
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 an effective time and a delayed effective date. In the case of initial articles of organization, a prior effective date may be specified in the articles of […]
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 the department for filing a withdrawal statement. (2) A withdrawal statement must: (a) Be signed by each person who signed the record being withdrawn, except as […]
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 filing was inaccurate; (b) The record was defectively signed; (c) The electronic transmission of the record to the department was defective; or (d) The record contains false, misleading, or […]
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 of receipt. (2) After filing a record, the department shall send notice of the filing to […]
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 in the department show that the department has accepted and filed the company’s articles of organization. A certificate of status must state the following: (a) The company’s name. […]
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 name of the limited liability company or, if a foreign limited liability company, the name under which the foreign limited liability company is registered to […]
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 of dissolution, $100. (3) For filing a foreign limited liability company’s application for a certificate of authority to transact business, $100. (4) For filing a certificate of […]
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 to carry out its duties and functions under this chapter. History.—s. 2, ch. 2013-180.
605.0215 Certificates to be received in evidence and evidentiary effect of certified 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 prima facie evidence of the facts stated. A certificate from the department delivered with a copy […]
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 name and signature of the dissociating member. (c) The date the member withdrew or will withdraw. (d) A statement that the company has been notified […]
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 virtue of s. 605.04074; (2) Has the authority to do so under the articles of organization or operating agreement of the company; (3) Has the authority […]
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 the department, and the street and mailing addresses of its principal office; (b) With respect to a specified status or position of a person in a company, […]
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 denial signed by that person which: (1) Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial […]
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 manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely […]
