reglab/housing_qa huggingface dataset:
FL Stat § 605.0207 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0207 - Effective Date and Time.

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 organization if such date is within 5 business days before the date of filing. Subject to ss. 605.0114, 605.0115, 605.0208, and 605.0209, a record filed by the department is effective:(1) If the record filed does not specify an effective time and does not specify a prior or a delayed effective date, on the date and at the time the record is accepted as evidenced by the department’s endorsement of the date and time on the filing.(2) If the record filed specifies an effective time, but not a prior or delayed effective date, on the date the record is accepted, as evidenced by the department’s endorsement, and at the time specified in the filing.(3) If the record filed specifies a delayed effective date, but not an effective time, at 12:01 a.m. on the earlier of:(a) The specified date; or(b) The 90th day after the record is filed.(4) If the record filed specifies a delayed effective date and an effective time, at the specified time on or the earlier of:(a) The specified date; or(b) The 90th day after the record is filed.(5) If the record filed is the initial articles of organization and specifies an effective date before the date of the filing, but no effective time, at 12:01 a.m. on the later of:(a) The specified date; or(b) The 5th business day before the record is filed.(6) If the record filed is the initial articles of organization and specifies an effective time and an effective date before the date of the filing, at the specified time on the later of:(a) The specified date; or(b) The 5th business day before the record is filed.(7) If the record filed does not specify the time zone or place at which the date or time, or both, is to be determined, the date or time, or both, at which it becomes effective shall be those prevailing at the place of filing in this state.History.—s. 2, ch. 2013-180; s. 244, ch. 2019-90; s. 71, ch. 2020-32.
FL Stat § 605.0208 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0208 - Withdrawal of Filed Record Before Effectiveness.

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 otherwise agreed by those persons;(b) Identify the record to be withdrawn; and(c) If not signed by all the persons who signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons who signed the record.(3) On the filing by the department of a withdrawal statement, the action or transaction evidenced by the original record does not take effect.History.—s. 2, ch. 2013-180.
FL Stat § 605.0209 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0209 - Correcting Filed Record.

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 fraudulent information.(2) To correct a filed record, a person on whose behalf the record was delivered to the department must deliver to the department for filing a statement of correction.(3) A statement of correction:(a) May not state a delayed effective date;(b) Must be signed by the person correcting the filed record;(c) Must identify the filed record to be corrected, including such record’s filing date, or attach a copy of the record to the statement of correction;(d) Must specify the inaccuracy or defect to be corrected; and(e) Must correct the inaccuracy or defect.(4) A statement of correction is effective as of the effective date of the filed record that it corrects, except for purposes of s. 605.0103(4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.(5) A statement of correction that is filed to correct false, misleading, or fraudulent information is not subject to a fee of the department if the statement of correction is delivered to the department within 15 days after the notification of filing sent pursuant to s. 605.0210.History.—s. 2, ch. 2013-180; s. 1, ch. 2018-58; s. 245, ch. 2019-90.
FL Stat § 605.0211 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0211 - Certificate of Status.

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.(b) That the company was organized under the laws of this state and the date of organization.(c) Whether all fees due to the department under this chapter have been paid.(d) If the company’s most recent annual report required under s. 605.0212 has not been filed by the department.(e) If the department has administratively dissolved the company or received a record notifying the department that the company has been dissolved by judicial action pursuant to s. 605.0705.(f) If the department has filed articles of dissolution for the company.(g) If the department has accepted and filed a statement of termination.(2) The department, upon request and payment of the requisite fee, shall furnish a certificate of status for a foreign limited liability company if the records filed show that the department has filed a certificate of authority. A certificate of status for a foreign limited liability company must state the following:(a) The foreign limited liability company’s name and any current alternate name adopted under s. 605.0906(1) for use in this state.(b) That the foreign limited liability company is authorized to transact business in this state.(c) Whether all fees and penalties due to the department under this chapter or other law have been paid.(d) If the foreign limited liability company’s most recent annual report required under s. 605.0212 has not been filed by the department.(e) If the department has:1. Revoked the foreign limited liability company’s certificate of authority; or2. Filed a notice of withdrawal of certificate of authority.(3) Subject to any qualification stated in the certificate of status, a certificate of status issued by the department is conclusive evidence that the domestic limited liability company is in existence and is of active status in this state or the foreign limited liability company is authorized to transact business in this state and is of active status in this state.History.—s. 2, ch. 2013-180; s. 247, ch. 2019-90.
FL Stat § 605.0213 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0213 - Fees of the Department.

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 merger of limited liability companies or other business entities, $25 per constituent party to the merger, unless a specific fee is required for a party under other applicable law.(5) For filing an annual report, $50.(6) For filing an application for reinstatement after an administrative or judicial dissolution or a revocation of authority to transact business, $100.(7) For filing a certificate designating a registered agent or changing a registered agent, $25.(8) For filing a registered agent’s statement of resignation from an active limited liability company, $85.(9) For filing a registered agent’s statement of resignation from a dissolved limited liability company, $25.(10) For filing a certificate of conversion of a limited liability company, $25.(11) For filing any other limited liability company document, $25.(12) For furnishing a certificate of status, $5.History.—s. 2, ch. 2013-180.
FL Stat § 605.0214 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0214 - Powers of Department.

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.
FL Stat § 605.0215 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0215 - Certificates to Be Received in Evidence and Evidentiary Effect of Certified Copy of Filed Document.

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 of a document filed by the department bearing the signature of the secretary of state, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the department.History.—s. 2, ch. 2013-180; s. 248, ch. 2019-90; s. 72, ch. 2020-32.
FL Stat § 605.0216 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0216 - Statement of Dissociation or Resignation.

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 of the dissociation in writing.(2) A manager in a manager-managed limited liability company may file a statement of resignation with the department containing the following:(a) The name of the limited liability company.(b) The name and signature of the resigning manager.(c) The date the resigning manager resigned or will resign.(d) A statement that the limited liability company has been notified of the resignation in writing.History.—s. 2, ch. 2013-180.
FL Stat § 605.0301 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0301 - Power to Bind Limited Liability Company.

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 to do so by a statement of authority filed under s. 605.0302; or(4) Has the status of an agent of the company or the authority or power to bind the company under a law other than this chapter.History.—s. 2, ch. 2013-180.
FL Stat § 605.0303 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0303 - Statement of Denial.

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 pertains; and(2) Denies the grant of authority.History.—s. 2, ch. 2013-180.
FL Stat § 605.0304 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0304 - Liability of Members and Managers.

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 by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.(2) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the company for a debt, obligation, or other liability of the company.(3) The limitation of liability in this section is in addition to the limitations of liability provided for in s. 605.04093.History.—s. 2, ch. 2013-180.
FL Stat § 605.0401 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0401 - Becoming a Member.

605.0401 Becoming a member.—(1) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the authorized representative of the company. That person and the authorized representative may be, but need not be, different persons. If different persons, the authorized representative acts on behalf of the initial member.(2) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The authorized representative acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.(3) After formation of a limited liability company, a person becomes a member:(a) As provided in the operating agreement;(b) As the result of a merger, interest exchange, conversion, or domestication under ss. 605.1001-605.1072, as applicable;(c) With the consent of all the members; or(d) As provided in s. 605.0701(3).(4) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.History.—s. 2, ch. 2013-180; s. 21, ch. 2015-148.
FL Stat § 605.0402 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0402 - Form of Contribution.

605.0402 Form of contribution.—A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.History.—s. 2, ch. 2013-180.
FL Stat § 605.0403 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0403 - Liability for Contributions.

605.0403 Liability for contributions.—(1) A promise by a person to contribute to the limited liability company is not enforceable unless it is set out in a writing signed by the person.(2) A person’s obligation to make a contribution to a limited liability company is not excused by the person’s death, disability, or other inability to perform personally.(3) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution that has not been made. The foregoing option is in addition to and not in lieu of other rights, including the right to specific performance, that the limited liability company may have against the person under the articles of organization or operating agreement or applicable law.(4) The obligation of a person to make a contribution may be compromised only by consent of all members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection (1) without notice of a compromise under this subsection, the creditor may enforce the obligation.(5) An operating agreement may provide that the limited liability company interest of a member who fails to make a contribution that the member is obligated to make is subject to specified penalties for or specified consequences of the failure. The penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating the defaulting member’s limited liability company interest to that of nondefaulting members, a forced sale of that limited liability company interest, forfeiture of the defaulting member’s limited liability company interest, the lending by other members of the amount necessary to meet the defaulting member’s commitment, a fixing of the value of the defaulting member’s limited liability company interest by appraisal or by formula and redemption or sale of the defaulting member’s limited liability company interest at such value, or other penalty or consequence.History.—s. 2, ch. 2013-180.
FL Stat § 605.0404 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0404 - Sharing of Distributions Before Dissolution and Profits and Losses.

605.0404 Sharing of distributions before dissolution and profits and losses.—(1) Distributions made by a limited liability company before its dissolution and winding up must be shared by the members and persons dissociated as members on the basis of the agreed value, as stated in the company’s records, of the contributions made by each of the members and persons dissociated as members to the extent that the contributions have been received by the company, except to the extent necessary to comply with a transfer effective under s. 605.0502 or charging order in effect under s. 605.0503.(2) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution.(3) A person does not have a right to demand or receive a distribution from a limited liability company in a form other than money. Except as otherwise provided in s. 605.0710(4), a limited liability company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions.(4) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.(5) Profits and losses of a limited liability company must be allocated among the members and persons dissociated as members on the basis of the agreed value, as stated in the company’s records, of the contributions made by each of the members and persons dissociated as members to the extent that the contributions have been received by the company.History.—s. 2, ch. 2013-180.
FL Stat § 605.0406 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0406 - Liability for Improper Distributions.

605.0406 Liability for improper distributions.—(1) Except as otherwise provided in subsection (2), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of s. 605.0405 and, in consenting to the distribution, fails to comply with s. 605.04091, the member or manager is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of s. 605.0405.(2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability in subsection (1) applies to the other members and not the member that the operating agreement relieves of authority and responsibility.(3) A person who receives a distribution knowing that the distribution violated s. 605.0405 is personally liable to the limited liability company, but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under s. 605.0405.(4) A person against whom an action is commenced because that person is or may be liable under subsection (1) may:(a) Implead another person who is or may be liable under subsection (1) and seek to enforce a right of contribution from the person; or(b) Implead a person who received a distribution in violation of subsection (3) and seek to enforce a right of contribution from an impleaded person in the amount the person received in violation of subsection (3).(5) An action under this section is barred unless commenced within 2 years after the distribution.History.—s. 2, ch. 2013-180.