eLaws of Florida

  SECTION 605.0302. Statement of authority.  


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  • 1(1) 2A limited liability company may file a statement of authority. The statement:
    14(a) 15Must 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;
    41(b) 42With respect to a specified status or position of a person in a company, whether as a member, transferee, manager, officer, or otherwise, may state the authority or limitations on the authority of all persons having such status or holding such position to:
    851. 86Execute an instrument transferring real property held in the name of the company; or
    1002. 101Enter into other transactions on behalf of, or otherwise act for or bind, the company; and
    117(c) 118May state the authority or limitations on the authority of a specific person to:
    1321. 133Execute an instrument transferring real property held in the name of the company; or
    1472. 148Enter into other transactions on behalf of, or otherwise act for or bind, the company.
    163(2) 164To amend or cancel a statement of authority filed by the department, a limited liability company must deliver to the department for filing an amendment or cancellation stating the following:
    194(a) 195The name of the company as it appears on the records of the department.
    209(b) 210The street and mailing addresses of the limited liability company’s principal office.
    222(c) 223The date the statement being affected became effective.
    231(d) 232The contents of the amendment or a declaration that the affected statement is canceled.
    246(3) 247A statement of authority affects only the power of a person to bind a limited liability company to persons who are not members.
    270(4) 271Subject to subsection (3) and s. 277605.0103(4) 278and except as otherwise provided in subsections (6)-(8), a limitation on the authority of a person or a status or position contained in an effective statement of authority is not by itself evidence of knowledge or notice of the limitation.
    318(5) 319Subject to subsection (3) and ss. 325605.0407326-327605.04074, 328a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person who gives value in reliance on the grant, except to the extent that when the person gives value:
    372(a) 373The person has knowledge to the contrary;
    380(b) 381The statement has been canceled or restrictively amended under subsection (2); or
    393(c) 394A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective.
    417(6) 418Subject to subsection (3), an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company, a certified copy of which statement is recorded in the office for recording transfers of the real property, is conclusive in favor of a person who gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value:
    491(a) 492The statement has been canceled or restrictively amended under subsection (2) and a certified copy of the cancellation or restrictive amendment has been recorded in the office for recording transfers of the real property; or
    527(b) 528A limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective and a certified copy of the later effective statement is recorded in the office for recording transfers of the real property.
    572(7) 573Subject to subsection (3), if a certified copy of an effective statement of authority containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the office for recording transfers of that real property, all persons are deemed to know of the limitation.
    627(8) 628Subject to subsection (9), effective articles of dissolution or termination effectuate a cancellation of a filed statement of authority for the purposes of subsection (6) and limit authority for the purposes of subsection (7).
    662(9) 663After a company’s articles of dissolution become effective, a limited liability company may deliver to the department for filing and, if appropriate, may record a statement of authority in accordance with subsection (1) which is designated as a postdissolution statement of authority. The statement operates as provided in subsections (6) and (7).
    715(10) 716Unless earlier canceled, an effective statement of authority is canceled by operation of law 5 years after the date on which the statement, or its most recent amendment, becomes effective. This cancellation operates without need for a recording under subsection (6) or subsection (7). An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for the purposes of paragraph (6)(a).
    786(11) 787A statement of dissociation or a statement of resignation filed pursuant to s. 800605.0216 801terminates the authority of the person who filed the statement.
History.-s. 2, ch. 2013-180.

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