eLaws of Florida

 

CHAPTER 605. FLORIDA REVISED LIMITED LIABILITY COMPANY ACT  


SECTION 605.0101. Short title.
SECTION 605.0102. Definitions.
SECTION 605.0103. Knowledge; notice.
SECTION 605.0104. Governing law.
SECTION 605.0105. Operating agreement; scope, function, and limitations.
SECTION 605.0106. Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement.
SECTION 605.0107. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
SECTION 605.0108. Nature, purpose, and duration of limited liability company.
SECTION 605.0109. Powers.
SECTION 605.0110. Limited liability company property.
SECTION 605.0111. Rules of construction and supplemental principles of law.
SECTION 605.0112. Name.
SECTION 605.01125. Reserved name.
SECTION 605.0113. Registered agent.
SECTION 605.0114. Change of registered agent or registered office.
SECTION 605.0115. Resignation of registered agent.
SECTION 605.0116. Change of name or address by registered agent.
SECTION 605.0117. Service of process, notice, or demand.
SECTION 605.0118. Delivery of record.
SECTION 605.0119. Waiver of notice.
SECTION 605.0201. Formation of limited liability company; articles of organization.
SECTION 605.0202. Amendment or restatement of articles of organization.
SECTION 605.0203. Signing of records to be delivered for filing to department.
SECTION 605.0204. Signing and filing pursuant to judicial order.
SECTION 605.0205. Liability for inaccurate information in filed record.
SECTION 605.0206. Filing requirements.
SECTION 605.0207. Effective date and time.
SECTION 605.0208. Withdrawal of filed record before effectiveness.
SECTION 605.0209. Correcting filed record.
SECTION 605.0210. Duty of department to file; review of refusal to file; transmission of information by department.
SECTION 605.0211. Certificate of status.
SECTION 605.0212. Annual report for department.
SECTION 605.0213. Fees of the department.
SECTION 605.0214. Powers of department.
SECTION 605.0215. Certificates to be received in evidence and evidentiary effect of certified copy of filed document.
SECTION 605.0216. Statement of dissociation or resignation.
SECTION 605.0301. Power to bind limited liability company.
SECTION 605.0302. Statement of authority.
SECTION 605.0303. Statement of denial.
SECTION 605.0304. Liability of members and managers.
SECTION 605.0401. Becoming a member.
SECTION 605.0402. Form of contribution.
SECTION 605.0403. Liability for contributions.
SECTION 605.0404. Sharing of distributions before dissolution and profits and losses.
SECTION 605.0405. Limitations on distributions.
SECTION 605.0406. Liability for improper distributions.
SECTION 605.0407. Management of limited liability company.
SECTION 605.04071. Delegation of rights and powers to manage.
SECTION 605.04072. Selection and terms of managers in a manager-managed limited liability company.
SECTION 605.04073. Voting rights of members and managers.
SECTION 605.04074. Agency rights of members and managers.
SECTION 605.0408. Reimbursement, indemnification, advancement, and insurance.
SECTION 605.04091. Standards of conduct for members and managers.
SECTION 605.04092. Conflict of interest transactions.
SECTION 605.04093. Limitation of liability of managers and members.
SECTION 605.0410. Records to be kept; rights of member, manager, and person dissociated to information.
SECTION 605.0411. Court-ordered inspection.
SECTION 605.0501. Nature of transferable interest.
SECTION 605.0502. Transfer of transferable interest.
SECTION 605.0503. Charging order.
SECTION 605.0504. Power of legal representative.
SECTION 605.0601. Power to dissociate as member; wrongful dissociation.
SECTION 605.0602. Events causing dissociation.
SECTION 605.0603. Effect of dissociation.
SECTION 605.0701. Events causing dissolution.
SECTION 605.0702. Grounds for judicial dissolution.
SECTION 605.0703. Procedure for judicial dissolution; alternative remedies.
SECTION 605.0704. Receivership or custodianship.
SECTION 605.0705. Decree of dissolution.
SECTION 605.0706. Election to purchase instead of dissolution.
SECTION 605.0707. Articles of dissolution; filing of articles of dissolution.
SECTION 605.0708. Revocation of articles of dissolution.
SECTION 605.0709. Winding up.
SECTION 605.0710. Disposition of assets in winding up.
SECTION 605.0711. Known claims against dissolved limited liability company.
SECTION 605.0712. Other claims against a dissolved limited liability company.
SECTION 605.0713. Court proceedings.
SECTION 605.0714. Administrative dissolution.
SECTION 605.0715. Reinstatement.
SECTION 605.0716. Judicial review of denial of reinstatement.
SECTION 605.0717. Effect of dissolution.
SECTION 605.0801. Direct action by member.
SECTION 605.0802. Derivative action.
SECTION 605.0803. Proper plaintiff.
SECTION 605.0804. Special litigation committee.
SECTION 605.0805. Proceeds and expenses.
SECTION 605.0806. Voluntary dismissal or settlement; notice.
SECTION 605.0901. Governing law.
SECTION 605.0902. Application for certificate of authority.
SECTION 605.0903. Effect of a certificate of authority.
SECTION 605.0904. Effect of failure to have certificate of authority.
SECTION 605.0905. Activities not constituting transacting business.
SECTION 605.0906. Noncomplying name of foreign limited liability company.
SECTION 605.0907. Amendment to certificate of authority.
SECTION 605.0908. Revocation of certificate of authority.
SECTION 605.0909. Reinstatement following revocation of certificate of authority.
SECTION 605.09091. Judicial review of denial of reinstatement.
SECTION 605.0910. Withdrawal and cancellation of certificate of authority.
SECTION 605.0911. Withdrawal deemed on conversion to domestic filing entity.
SECTION 605.0912. Withdrawal on dissolution, merger, or conversion to nonfiling entity.
SECTION 605.0913. Action by Department of Legal Affairs.
SECTION 605.1001. Relationship of the provisions of this section and ss. 605.1002-605.1072 to other laws.
SECTION 605.1002. Charitable and donative provisions.
SECTION 605.1003. Status of filings.
SECTION 605.1004. Nonexclusivity.
SECTION 605.1005. Reference to external facts.
SECTION 605.1006. Appraisal rights.
SECTION 605.1021. Merger authorized.
SECTION 605.1022. Plan of merger.
SECTION 605.1023. Approval of merger.
SECTION 605.1024. Amendment or abandonment of plan of merger.
SECTION 605.1025. Articles of merger.
SECTION 605.1026. Effect of merger.
SECTION 605.1031. Interest exchange authorized.
SECTION 605.1032. Plan of interest exchange.
SECTION 605.1033. Approval of interest exchange.
SECTION 605.1034. Amendment or abandonment of plan of interest exchange.
SECTION 605.1035. Articles of interest exchange.
SECTION 605.1036. Effect of interest exchange.
SECTION 605.1041. Conversion authorized.
SECTION 605.1042. Plan of conversion.
SECTION 605.1043. Approval of conversion.
SECTION 605.1044. Amendment or abandonment of plan of conversion.
SECTION 605.1045. Articles of conversion.
SECTION 605.1046. Effect of conversion.
SECTION 605.1051. Domestication authorized.
SECTION 605.1052. Plan of domestication.
SECTION 605.1053. Approval of domestication.
SECTION 605.1054. Amendment or abandonment of plan of domestication.
SECTION 605.1055. Articles of domestication.
SECTION 605.1056. Effect of domestication.
SECTION 605.1061. Appraisal rights; definitions.
SECTION 605.1062. Assertion of rights by nominees and beneficial owners.
SECTION 605.1063. Notice of appraisal rights.
SECTION 605.1064. Notice of intent to demand payment.
SECTION 605.1065. Appraisal notice and form.
SECTION 605.1066. Perfection of rights; right to withdraw.
SECTION 605.1067. Member’s acceptance of limited liability company’s offer.
SECTION 605.1068. Procedure if member is dissatisfied with offer.
SECTION 605.1069. Court action.
SECTION 605.1070. Court costs and attorney fees.
SECTION 605.1071. Limitation on limited liability company payment.
SECTION 605.1072. Other remedies limited.
SECTION 605.1101. Uniformity of application and construction.
SECTION 605.1102. Relation to Electronic Signatures in Global and National Commerce Act.
SECTION 605.1103. Tax exemption on income of certain limited liability companies.
SECTION 605.1104. Interrogatories by department; other powers of department.
SECTION 605.1105. Reservation of power to amend or repeal.
SECTION 605.1106. Savings clause.
SECTION 605.1107. Severability clause.
SECTION 605.1108. Application to limited liability company formed under the Florida Limited Liability Company Act.