reglab/housing_qa huggingface dataset:
FL Stat § 605.0407 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0407 - Management of Limited Liability Company.

605.0407 Management of limited liability company.—(1) A limited liability company is a member-managed limited liability company unless the operating agreement or articles of organization:(a) Expressly provide that:1. The company is or will be manager-managed;2. The company is or will be managed by managers; or3. Management of the company is or will be vested in managers; or(b) Include words of similar import to those in subparagraphs (a)1.-3. except that, unless the context in which the expression is used otherwise requires, the terms “managing member” and “managing members” do not, in and of themselves, constitute words of similar import for this purpose.(2) In a member-managed limited liability company, the management and conduct of the company are vested in the members, except as expressly provided in this chapter.(3) In a manager-managed limited liability company, a matter relating to the activities and affairs of the company is decided exclusively by the manager, or if there is more than one manager, by the managers, except as expressly provided in this chapter.(4) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the company, in the absence of an agreement to the contrary.(5) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute.(6) The dissolution of a limited liability company does not affect the applicability of this section and ss. 605.04071-605.04074. However, a person who wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.History.—s. 2, ch. 2013-180.
FL Stat § 605.04071 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.04071 - Delegation of Rights and Powers to Manage.

605.04071 Delegation of rights and powers to manage.—A member or manager of a limited liability company has the power and authority to delegate to one or more other persons the member’s or manager’s, as the case may be, rights and powers to manage and control the business and affairs of the limited liability company, including the power and authority to delegate to agents, boards of managers, members, or directors, officers and assistant officers, and employees of a member or manager of the limited liability company, and the power and authority to delegate by a management agreement or similar agreement with, or otherwise to other persons. The delegation by a member or manager will not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company.History.—s. 2, ch. 2013-180.
FL Stat § 605.04072 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.04072 - Selection and Terms of Managers in a Manager-Managed Limited Liability Company.

605.04072 Selection and terms of managers in a manager-managed limited liability company.—In a manager-managed limited liability company, the following rules apply:(1) A manager may be chosen at any time by the consent of the member or members holding more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company owned by all of its members.(2) A person need not be a member to be a manager.(3) A person chosen as a manager continues as a manager until a successor is chosen, unless the manager at an earlier time resigns, is removed, or dies or, in the case of a manager that is not an individual, terminates.(4) A manager may be removed at any time without notice or cause by the consent of the member or members holding more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company owned by all of its members.(5) The dissociation of a member who is also a manager removes the person as a manager.(6) If a person who is both a manager and a member ceases to be a manager, that cessation does not, by itself, dissociate the person as a member.(7) A person’s ceasing to be a manager does not discharge a debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager.History.—s. 2, ch. 2013-180.
FL Stat § 605.04074 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.04074 - Agency Rights of Members and Managers.

605.04074 Agency rights of members and managers.—(1) In a member-managed limited liability company, the following rules apply:(a) Except as provided in subsection (3), each member is an agent of the limited liability company for the purpose of its activities and affairs, and an act of a member, including signing an agreement or instrument of transfer in the name of the company for apparently carrying on in the ordinary course of the company’s activities and affairs or activities and affairs of the kind carried on by the company, binds the company unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.(b) An act of a member which is not done for apparently carrying on in the ordinary course of the limited liability company’s activities and affairs or activities and affairs of the kind carried on by the company, binds the company only if the act was authorized by appropriate vote of the members.(2) In a manager-managed limited liability company, the following rules apply:(a) A member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member.(b) Except as provided in subsection (3), each manager is an agent of the limited liability company for the purpose of its activities and affairs, and an act of a manager, including signing an agreement or instrument of transfer in the name of the company, for apparently carrying on in the ordinary course of the company’s activities and affairs or activities and affairs of the kind carried on by the company, binds the company unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.(c) An act of a manager which is not apparently for carrying on in the ordinary course of the limited liability company’s activities and affairs or activities and affairs of the kind carried on by the company, binds the company only if the act was authorized by appropriate vote of the members.(3) Unless a certified statement of authority recorded in the applicable real estate records limits the authority of a member or a manager, a member of a member-managed company or a manager of a manager-managed company may sign and deliver an instrument transferring or affecting the limited liability company’s interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument.History.—s. 2, ch. 2013-180; s. 22, ch. 2015-148.
FL Stat § 605.0408 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0408 - Reimbursement, Indemnification, Advancement, and Insurance.

605.0408 Reimbursement, indemnification, advancement, and insurance.—(1) A limited liability company may reimburse a member of a member-managed company or a manager of a manager-managed company for any payment made by the member or manager in the course of the member’s or manager’s activities on behalf of the company if the member or manager complied with ss. 605.0407-605.04074, this section, and s. 605.04091 in making the payment.(2) A limited liability company may indemnify and hold harmless a person with respect to a claim or demand against the person and a debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of s. 605.0405, s. 605.0407, s. 605.04071, s. 605.04072, s. 605.04073, s. 605.04074, or s. 605.04091.(3) In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a member or manager if the person promises to repay the company in the event that the person ultimately is determined not to be entitled to be indemnified under subsection (2).(4) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if:(a) Under s. 605.0105(3)(g), the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability; and(b) Under s. 605.0105(3)(p), the operating agreement could not provide for indemnification for the conduct giving rise to the liability.History.—s. 2, ch. 2013-180.
FL Stat § 605.0411 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0411 - Court-Ordered Inspection.

605.0411 Court-ordered inspection.—(1) If a limited liability company does not allow a member, manager, or other person who complies with s. 605.0410(2)(a), (3)(a), (3)(b), or (4), as applicable, to inspect and copy any records required by that section to be available for inspection, the circuit court in the county where the limited liability company’s principal office is or was last located, as shown by the records of the department or, if there is no principal office in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded, at the limited liability company’s expense, upon application of the member, manager, or other person.(2) If the court orders inspection or copying of the records demanded, it shall also order the limited liability company to pay the costs, including reasonable attorney fees, reasonably incurred by the member, manager, or other person seeking the records to obtain the order and enforce its rights under this section unless the limited liability company proves that it refused inspection in good faith because the company had a reasonable basis for doubt about the right of the member, manager, or such other person to inspect or copy the records demanded.(3) If the court orders inspection or copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the member, manager, or other person demanding such records.History.—s. 2, ch. 2013-180.
FL Stat § 605.0501 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0501 - Nature of Transferable Interest.

605.0501 Nature of transferable interest.—A transferable interest is personal property.History.—s. 2, ch. 2013-180.
FL Stat § 605.0502 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0502 - Transfer of Transferable Interest.

605.0502 Transfer of transferable interest.—(1) Subject to s. 605.0503, a transfer, in whole or in part, of a transferable interest:(a) Is permissible;(b) Does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and(c) Does not entitle the transferee to:1. Participate in the management or conduct of the company’s activities and affairs; or2. Except as otherwise provided in subsection (3), have access to records or other information concerning the company’s activities and affairs.(2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.(3) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution.(4) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.(5) A limited liability company need not give effect to a transferee’s rights under this section until the company knows or has notice of the transfer.(6) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person who has knowledge or notice of the restriction at the time of transfer.(7) Except as otherwise provided in s. 605.0602(5)(b), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.(8) If a member transfers a transferable interest to a person who becomes a member with respect to the transferred interest, the transferee is liable for the member’s obligations under ss. 605.0403 and 605.0406(3) which are known to the transferee at the time the transferee becomes a member.History.—s. 2, ch. 2013-180.
FL Stat § 605.0504 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0504 - Power of Legal Representative.

605.0504 Power of legal representative.—If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member’s person or property, the member’s legal representative may exercise all of the member’s rights for the purpose of settling the member’s estate or administering the member’s property, including any power the member had to give a transferee the right to become a member. If a member is a corporation, trust, or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative.History.—s. 2, ch. 2013-180.
FL Stat § 605.0601 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0601 - Power to Dissociate as Member; Wrongful Dissociation.

605.0601 Power to dissociate as member; wrongful dissociation.—(1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under s. 605.0602(1).(2) A person’s dissociation as a member is wrongful only if the dissociation:(a) Is in breach of an express provision of the operating agreement; or(b) Occurs before completion of the winding up of the company, and:1. The person withdraws as a member by express will;2. The person is expelled as a member by judicial order under s. 605.0602(6);3. The person is dissociated under s. 605.0602(8); or4. In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.(3) A person who wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 605.0801, to the other members for damages caused by the dissociation. The liability is in addition to each debt, obligation, or other liability of the member to the company or the other members.(4) Notwithstanding anything to the contrary under applicable law, the articles of organization or operating agreement may provide that a limited liability company interest may not be assigned before the dissolution and winding up of the limited liability company.History.—s. 2, ch. 2013-180.
FL Stat § 605.0603 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0603 - Effect of Dissociation.

605.0603 Effect of dissociation.—(1) If a person is dissociated as a member:(a) The person’s right to participate as a member in the management and conduct of the company’s activities and affairs terminates;(b) If the company is member-managed, the person’s duties and obligations under s. 605.04091 as a member end with regard to matters arising and events occurring after the person’s dissociation; and(c) Subject to ss. 605.0504 and 605.1001-605.1072, a transferable interest owned by the person in the person’s capacity immediately before dissociation as a member is owned by the person solely as a transferee.(2) A person’s dissociation as a member does not, of itself, discharge the person from a debt, obligation, or other liability to the company or the other members which the person incurred while a member.History.—s. 2, ch. 2013-180.
FL Stat § 605.0701 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0701 - Events Causing Dissolution.

605.0701 Events causing dissolution.—A limited liability company is dissolved and its activities and affairs must be wound up upon the occurrence of the following:(1) An event or circumstance that the operating agreement states causes dissolution.(2) The consent of all the members.(3) The passage of 90 consecutive days during which the company has no members, unless:(a) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and(b) At least one person becomes a member in accordance with the consent.(4) The entry of a decree of judicial dissolution in accordance with s. 605.0705.(5) The filing of a statement of administrative dissolution by the department pursuant to s. 605.0714.History.—s. 2, ch. 2013-180.
FL Stat § 605.0703 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0703 - Procedure for Judicial Dissolution; Alternative Remedies.

605.0703 Procedure for judicial dissolution; alternative remedies.—(1) Venue for a proceeding brought under s. 605.0702 lies in the circuit court of the county where the limited liability company’s principal office is or was last located, as shown by the records of the department, or, if there is or was no principal office in this state, in the circuit court of the county where the company’s registered office is or was last located.(2) It is not necessary to make members parties to a proceeding to dissolve a limited liability company unless relief is sought against such members individually.(3) A court in a proceeding brought to dissolve a limited liability company may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the limited liability company’s assets wherever located, and carry on the business of the limited liability company until a full hearing can be held.(4) In a proceeding brought under s. 605.0702, the court may, upon a showing of sufficient merit to warrant such a remedy:(a) Appoint a receiver or custodian under s. 605.0704;(b) Order a purchase of a petitioning member’s interest pursuant to s. 605.0706; or(c) Upon a showing of good cause, order another remedy the court deems appropriate in its discretion, including an equitable remedy.(5) Section 57.105 applies to a proceeding brought under s. 605.0702.History.—s. 2, ch. 2013-180.
FL Stat § 605.0704 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0704 - Receivership or Custodianship.

605.0704 Receivership or custodianship.—(1) A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up and liquidate or one or more custodians to manage the business and affairs of the limited liability company. The court shall hold a hearing, after notifying all parties to the proceeding and an interested person designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the limited liability company and all of its property, wherever located.(2) The court may appoint a person authorized to act as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended. Among other powers:(a) The receiver:1. May dispose of all or a part of the assets of the limited liability company, wherever located, at a public or private sale, if authorized by the court; and2. May sue and defend in the receiver’s own name, as receiver of the limited liability company, in all courts of this state; and(b) The custodian may exercise all of the powers of the limited liability company, through or in place of its managers or members, to the extent necessary to manage the activities and affairs of the limited liability company in the best interest of its members and creditors.(4) During a receivership, the court may redesignate the receiver as a custodian and, during a custodianship, may redesignate the custodian as a receiver if doing so is in the best interests of the limited liability company and its members and creditors.(5) During the receivership or custodianship the court may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s counsel from the assets of the limited liability company or proceeds from the sale of part or all of those assets.(6) The court has jurisdiction to appoint an ancillary receiver for the assets and business of a limited liability company. The ancillary receiver shall serve ancillary to a receiver located in another state if the court deems that circumstances exist requiring the appointment of such a receiver. The court may appoint a receiver for a foreign limited liability company even though a receiver has not been appointed elsewhere. The receivership shall be converted into an ancillary receivership if an order entered by a court of competent jurisdiction in the other state provides for a receivership of the foreign limited liability company.History.—s. 2, ch. 2013-180.