eLaws of Florida

  SECTION 605.0103. Knowledge; notice.  


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  • 1(1) 2A person knows a fact if the person:
    10(a) 11Has actual knowledge of the fact; or
    18(b) 19Is deemed to know the fact under paragraph (4)(b), or a law other than this chapter.
    35(2) 36A person has notice of a fact when the person:
    46(a) 47Has reason to know the fact from all of the facts known to the person at the time in question; or
    68(b) 69Is deemed to have notice of the fact under paragraph (4)(b).
    80(3) 81Subject to s. 84605.0210(8), 85a person notifies another person of a fact by taking steps reasonably required to inform the other person in the ordinary course of events, regardless of whether those steps actually cause the other person to know of the fact.
    124(4) 125A person who is not a member is deemed to:
    135(a) 136Know of a limitation on authority to transfer real property as provided in s. 150605.0302(7); 151and
    152(b) 153Have notice of a limited liability company’s:
    1601. 161Dissolution, 90 days after the articles of dissolution filed under s. 172605.0707 173become effective;
    1752. 176Termination, 90 days after a statement of termination filed under s. 187605.0709(7) 188becomes effective;
    1903. 191Participation in a merger, interest exchange, conversion, or domestication, 90 days after the articles of merger, articles of interest exchange, articles of conversion, or articles of domestication under s. 220605.1025, 221s. 222605.1035, 223s. 224605.1045, 225or s. 227605.1055, 228respectively, become effective;
    2314. 232Declaration in its articles of organization that it is manager-managed in accordance with s. 246605.0201(3)(a); 247however, if such a declaration has been added or changed by an amendment or amendment and restatement of the articles of organization, notice of the addition or change may not become effective until 90 days after the effective date of such amendment or amendment and restatement; and
    2945. 295Grant of authority to or limitation imposed on the authority of a person holding a position or having a specified status in a company, or grant of authority to or limitation imposed on the authority of a specific person, if the grant of authority or limitation imposed on the authority is described in the articles of organization in accordance with s. 356605.0201(3)(d); 357however, if that description has been added or changed by an amendment or an amendment and restatement of the articles of organization, notice of the addition or change may not become effective until 90 days after the effective date of such amendment or amendment and restatement. A provision of the articles of organization that limits the authority of a person to transfer real property held in the name of the limited liability company is not notice of such limitation to a person who is not a member or manager of the company, unless such limitation appears in an affidavit, certificate, or other instrument that bears the name of the limited liability company and is recorded in the office for recording transfers of such real property.
History.-s. 2, ch. 2013-180; s. 1, ch. 2015-148.

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