reglab/housing_qa huggingface dataset:
FL Stat § 605.0705 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0705 - Decree of Dissolution.

605.0705 Decree of dissolution.—(1) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in s. 605.0702 exist, the court may enter a decree dissolving the limited liability company and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the department, which shall file the decree.(2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the limited liability company’s activities and affairs in accordance with ss. 605.0709-605.0713, subject to subsection (3).(3) In a proceeding for judicial dissolution, the court may require all creditors of the limited liability company to file with the clerk of the court or with the receiver, in a form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, the court shall fix a date, which may not be earlier than 4 months after the date of the order, as the last day for filing claims. The court shall prescribe the deadline for filing claims which shall be given to creditors and claimants. Before the date so fixed, the court may extend the time for the filing of claims by court order. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the limited liability company. This section does not affect the enforceability of a recorded mortgage or lien or the perfected security interest or rights of a person in possession of real or personal property.History.—s. 2, ch. 2013-180.
FL Stat § 605.0707 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0707 - Articles of Dissolution; Filing of Articles of Dissolution.

605.0707 Articles of dissolution; filing of articles of dissolution.—(1) Upon the occurrence of an event described in s. 605.0701(1)-(3), the limited liability company shall deliver for filing articles of dissolution as provided in this section.(2) The articles of dissolution must state the following:(a) The name of the limited liability company.(b) The delayed effective date of the limited liability company’s dissolution if the dissolution is not to be effective on the date the articles of dissolution are filed by the department.(c) The occurrence that resulted in the limited liability company’s dissolution.(d) If there are no members, the name, address, and signature of the person appointed in accordance with this subsection to wind up the company.(3) The articles of dissolution of the limited liability company shall be delivered to the department. If the department finds that the articles of dissolution conform to law, it shall, when all fees have been paid as prescribed in this chapter, file the articles of dissolution and issue a certificate of dissolution.(4) Upon the filing of the articles of dissolution, the limited liability company shall cease conducting its business and shall continue solely for the purpose of winding up its affairs in accordance with s. 605.0709, except for the purpose of lawsuits, other proceedings, and appropriate action as provided in this chapter.History.—s. 2, ch. 2013-180.
FL Stat § 605.0708 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0708 - Revocation of Articles of Dissolution.

605.0708 Revocation of articles of dissolution.—(1) A limited liability company that has dissolved as the result of an event described in s. 605.0701(1)-(3) and filed articles of dissolution with the department, but has not filed a statement of termination which has become effective, may revoke its dissolution at any time before 120 days after the effective date of its articles of dissolution.(2) The revocation of the dissolution shall be authorized in the same manner as the dissolution was authorized.(3) After the revocation of dissolution is authorized, the limited liability company shall deliver a statement of revocation of dissolution to the department for filing, together with a copy of its articles of dissolution, which must include the following:(a) The name of the limited liability company.(b) The effective date of the dissolution which was revoked.(c) The date that the statement of revocation of dissolution was authorized.(4) If there has been substantial compliance with subsection (3), the revocation of dissolution is effective when the department files the statement of revocation of dissolution.(5) When the revocation of dissolution becomes effective:(a) The company resumes carrying on its activities and affairs as if dissolution had never occurred;(b) Subject to paragraph (c), a liability incurred by the company after the dissolution and before the revocation is effective is determined as if dissolution had never occurred; and(c) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the revocation may not be adversely affected.History.—s. 2, ch. 2013-180.
FL Stat § 605.0710 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0710 - Disposition of Assets in Winding Up.

605.0710 Disposition of assets in winding up.—(1) In winding up its activities and affairs, a limited liability company must apply its assets to discharge its obligations to creditors, including members who are creditors.(2) After a limited liability company complies with subsection (1), the surplus must be distributed in the following order, subject to a charging order in effect under s. 605.0503:(a) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; then(b) To members and persons dissociated as members, in the proportions in which they shared in distributions before dissolution, except to the extent necessary to comply with a transfer effective under s. 605.0502.(3) If the limited liability company does not have sufficient surplus to comply with paragraph (2)(a), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.(4) All distributions made under subsections (2) and (3) must be paid in money.History.—s. 2, ch. 2013-180.
FL Stat § 605.0713 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0713 - Court Proceedings.

605.0713 Court proceedings.—(1) A dissolved limited liability company that has filed or published a notice under s. 605.0712(1)(a) or (1)(b) may file an application with the circuit court in the applicable county, as defined in s. 605.0711(15), for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the company, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved company, are reasonably expected to arise after the effective date of dissolution. Security is not required for a claim that is, or is reasonably anticipated to be, barred under s. 605.0712.(2) Within 10 days after filing an application under subsection (1), the dissolved limited liability company must give notice of the proceeding to each claimant holding a contingent claim known to the company.(3) In a proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian ad litem, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.(4) A dissolved limited liability company that provides security in the amount and form ordered by the court under subsection (1) satisfies the company’s obligations with respect to claims that are contingent, have not been made known to the company, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a member or transferee that received assets in liquidation.History.—s. 2, ch. 2013-180.
FL Stat § 605.0714 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0714 - Administrative Dissolution.

605.0714 Administrative dissolution.—(1) The department may dissolve a limited liability company administratively if the company does not:(a) Deliver its annual report to the department by 5:00 p.m. Eastern Time on the third Friday in September of each year;(b) Pay a fee or penalty due to the department under this chapter;(c) Appoint and maintain a registered agent as required under s. 605.0113; or(d) Deliver for filing a statement of a change under s. 605.0114 within 30 days after a change has occurred in the name or address of the agent unless, within 30 days after the change occurred:1. The agent filed a statement of change under s. 605.0116; or2. The change was made in accordance with s. 605.0114(4).(2) Administrative dissolution of a limited liability company for failure to file an annual report must occur on the fourth Friday in September of each year. The department shall issue a notice in a record of administrative dissolution to the limited liability company dissolved for failure to file an annual report. Issuance of the notice may be by electronic transmission to a limited liability company that has provided the department with an e-mail address.(3) If the department determines that one or more grounds exist for administratively dissolving a limited liability company under paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d), the department shall serve notice in a record to the limited liability company of its intent to administratively dissolve the limited liability company. Issuance of the notice may be by electronic transmission to a limited liability company that has provided the department with an e-mail address.(4) If, within 60 days after sending the notice of intent to administratively dissolve pursuant to subsection (3), a limited liability company does not correct each ground for dissolution under paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d) or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist, the department shall dissolve the limited liability company administratively and issue to the company a notice in a record of administrative dissolution that states the grounds for dissolution. Issuance of the notice of administrative dissolution may be by electronic transmission to a limited liability company that has provided the department with an e-mail address.(5) A limited liability company that has been administratively dissolved continues in existence but may only carry on activities necessary to wind up its activities and affairs, liquidate and distribute its assets, and notify claimants under ss. 605.0711 and 605.0712.(6) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent for service of process.History.—s. 2, ch. 2013-180; s. 135, ch. 2014-17.
FL Stat § 605.0716 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0716 - Judicial Review of Denial of Reinstatement.

605.0716 Judicial review of denial of reinstatement.—(1) If the department denies a limited liability company’s application for reinstatement after administrative dissolution, the department shall serve the company with a notice in a record that explains the reason or reasons for the denial.(2) Within 30 days after service of a notice of denial of reinstatement, a limited liability company may appeal the denial by petitioning the Circuit Court of Leon County to set aside the dissolution. The petition must be served on the department and must contain a copy of the department’s notice of administrative dissolution, the company’s application for reinstatement, and the department’s notice of denial.(3) The circuit court may order the department to reinstate a dissolved limited liability company or take other action the court considers appropriate.(4) The circuit court’s final decision may be appealed as in other civil proceedings.History.—s. 2, ch. 2013-180; s. 254, ch. 2019-90; s. 74, ch. 2020-32.
FL Stat § 605.0717 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0717 - Effect of Dissolution.

605.0717 Effect of dissolution.—(1) Dissolution of a limited liability company does not:(a) Transfer title to the limited liability company’s assets;(b) Prevent commencement of a proceeding by or against the limited liability company in its name;(c) Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution; or(d) Terminate the authority of the registered agent of the limited liability company.(2) Except as provided in s. 605.0715(5), the name of the dissolved limited liability company is not available for assumption or use by another business entity until 120 days after the effective date of dissolution or filing of a statement of termination, if earlier.History.—s. 2, ch. 2013-180; s. 26, ch. 2015-148.
FL Stat § 605.0801 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0801 - Direct Action by Member.

605.0801 Direct action by member.—(1) Subject to subsection (2), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.(2) A member maintaining a direct action under this section must plead and prove either:(a) An actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company; or(b) An actual or threatened injury resulting from a violation of a separate statutory or contractual duty owed by the alleged wrongdoer to the member, even if the injury is in whole or in part the same as the injury suffered or threatened to be suffered by the limited liability company.History.—s. 2, ch. 2013-180; s. 255, ch. 2019-90.
FL Stat § 605.0802 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0802 - Derivative Action.

605.0802 Derivative action.—A member may maintain a derivative action to enforce a right of a limited liability company if:(1) The member first makes a demand on the other members in a member-managed limited liability company or the managers of a manager-managed limited liability company requesting that the managers or other members cause the company to take suitable action to enforce the right, and the managers or other members do not take the action within a reasonable time, not to exceed 90 days; or(2) A demand under subsection (1) would be futile, or irreparable injury would result to the company by waiting for the other members or the managers to take action to enforce the right in accordance with subsection (1).History.—s. 2, ch. 2013-180.
FL Stat § 605.0803 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0803 - Proper Plaintiff.

605.0803 Proper plaintiff.—A derivative action to enforce a right of a limited liability company may be commenced only by a person who is a member at the time the action is commenced and:(1) Was a member when the conduct giving rise to the action occurred; or(2) Whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person who was a member when the conduct giving rise to the action occurred.History.—s. 2, ch. 2013-180; s. 256, ch. 2019-90.
FL Stat § 605.0805 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0805 - Proceeds and Expenses.

605.0805 Proceeds and expenses.—(1) Except as otherwise provided in subsection (2):(a) Proceeds or other benefits of a derivative action under s. 605.0802, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and(b) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.(2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited liability company.History.—s. 2, ch. 2013-180; s. 74, ch. 2015-2; s. 27, ch. 2015-148.
FL Stat § 605.0806 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0806 - Voluntary Dismissal or Settlement; Notice.

605.0806 Voluntary dismissal or settlement; notice.—(1) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court’s approval.(2) If the court determines that a proposed voluntary dismissal or settlement will substantially affect the interest of the limited liability company’s members or a class, series, or voting group of members, the court shall direct that notice be given to the members affected. The court may determine which party or parties to the derivative action shall bear the expense of giving the notice.History.—s. 2, ch. 2013-180.
FL Stat § 605.0901 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0901 - Governing Law.

605.0901 Governing law.—(1) The law of the state or other jurisdiction under which a foreign limited liability company exists governs:(a) The organization and internal affairs of the foreign limited liability company; and(b) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the foreign limited liability company.(2) A foreign limited liability company may not be denied a certificate of authority by reason of a difference between its jurisdiction of formation and the laws of this state.(3) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state.History.—s. 2, ch. 2013-180.
FL Stat § 605.0902 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0902 - Application for Certificate of Authority.

605.0902 Application for certificate of authority.—(1) A foreign limited liability company may not transact business in this state until it obtains a certificate of authority from the department. A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. Such application must be made on forms prescribed by the department. The application must contain the following:(a) The name of the foreign limited liability company and, if the name does not comply with s. 605.0112, an alternate name adopted pursuant to s. 605.0906.(b) The name of the foreign limited liability company’s jurisdiction of formation.(c) The principal office and mailing addresses of the foreign limited liability company.(d) The name and street address in this state of, and the written acceptance by, the foreign limited liability company’s initial registered agent in this state.(e) The name, title or capacity, and address of at least one person who has the authority to manage the foreign limited liability company.(f) Additional information as may be necessary or appropriate in order to enable the department to determine whether the foreign limited liability company is entitled to file an application for a certificate of authority to transact business in this state and to determine and assess the fees as prescribed in this chapter.(2) A foreign limited liability company shall deliver with a completed application under subsection (1) a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the foreign limited liability company’s publicly filed records in its jurisdiction of formation, dated not more than 90 days before the delivery of the application to the department.(3) For purposes of complying with the requirements of this chapter, the department may require each individual series or cell of a foreign series limited liability company that transacts business in this state to make a separate application for certificate of authority, and to make such other filings as may be required for purposes of complying with the requirements of this chapter as if each such series or cell were a separate foreign limited liability company.History.—s. 2, ch. 2013-180.
FL Stat § 605.0903 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.0903 - Effect of a Certificate of Authority.

605.0903 Effect of a certificate of authority.—(1) Unless the department determines that an application for a certificate of authority of a foreign limited liability company to transact business in this state does not comply with the filing requirements of this chapter, the department shall, upon payment of all filing fees, authorize the foreign limited liability company to transact business in this state and file the application for a certificate of authority.(2) The filing by the department of an application for a certificate of authority means the foreign limited liability company that filed the application to transact business in this state has obtained a certificate of authority to transact business in this state and is authorized to transact business in this state, subject, however, to the right of the department to suspend or revoke the certificate of authority as provided in this chapter.History.—s. 2, ch. 2013-180; s. 257, ch. 2019-90.