reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0107 - Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company.

605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.—
(1) An operating agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or upon the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(2) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or a person dissociated as a member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:
(a) Is effective with regard to a debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or person dissociated as a member; and
(b) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
(3) If a record delivered to the department for filing becomes effective under this chapter and contains a provision that would be ineffective under s. 605.0105(3) or (4)(c) if contained in the operating agreement, the provision is ineffective in the record.
(4) Subject to subsection (3), if a record delivered to the department for filing which has become effective under this chapter but conflicts with a provision of the operating agreement:
(a) The operating agreement prevails as to members, dissociated members, transferees, and managers; and
(b) The record prevails as to other persons to the extent the other persons reasonably rely on the record.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0108 - Nature, Purpose, and Duration of Limited Liability Company.

605.0108 Nature, purpose, and duration of limited liability company.—
(1) A limited liability company is an entity distinct from its members.
(2) A limited liability company may have any lawful purpose, regardless of whether the company is a for-profit company.
(3) A limited liability company has an indefinite duration.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0109 - Powers.

605.0109 Powers.—A limited liability company has the powers, rights, and privileges granted by this chapter, by any other law, or by its operating agreement to do all things necessary or convenient to carry out its activities and affairs, including the power to do all of the following:
(1) Sue, be sued, and defend in its name.
(2) Purchase, receive, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal with real or personal property or any legal or equitable interest in property, wherever located.
(3) Sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or a part of its property.
(4) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of another entity.
(5) Make contracts or guarantees or incur liabilities; borrow money; issue notes, bonds, or other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company; or make contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion, or attainment of the purposes, activities, and affairs of the limited liability company.
(6) Lend money, invest or reinvest its funds, and receive and hold real or personal property as security for repayment.
(7) Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state.
(8) Select managers and appoint officers, directors, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit.
(9) Make donations for the public welfare or for charitable, scientific, or educational purposes.
(10) Pay pensions and establish pension plans, pension trusts, profit-sharing plans, bonus plans, option plans, and benefit or incentive plans for any or all of its current or former managers, members, officers, agents, and employees.
(11) Be a promoter, incorporator, shareholder, partner, member, associate, or manager of a corporation, partnership, joint venture, trust, or other entity.
(12) Make payments or donations or conduct any other act not inconsistent with applicable law which furthers the business of the limited liability company.
(13) Enter into interest rate, basis, currency, hedge or other swap agreements, or cap, floor, put, call, option, exchange or collar agreements, derivative agreements, or similar agreements.
(14) Grant, hold, or exercise a power of attorney, including an irrevocable power of attorney.
History.—s. 2, ch. 2013-180; s. 132, ch. 2014-17.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0110 - Limited Liability Company Property.

605.0110 Limited liability company property.—
(1) All property originally contributed to the limited liability company or subsequently acquired by a limited liability company by purchase or other method is limited liability company property.
(2) Property acquired with limited liability company funds is limited liability company property.
(3) Instruments and documents providing for the acquisition, mortgage, or disposition of property of the limited liability company are valid and binding upon the limited liability company if they are executed in accordance with this chapter.
(4) A member of a limited liability company has no interest in any specific limited liability company property.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0111 - Rules of Construction and Supplemental Principles of Law.

605.0111 Rules of construction and supplemental principles of law.—
(1) It is the intent of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements, including the purposes of ss. 605.0105-605.0107.
(2) To the extent that, at law or in equity, a member, manager, or other person has duties, including fiduciary duties, to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, the duties of the member, manager, or other person may be restricted, expanded, or eliminated, including in the determination of applicable duties and obligations under this chapter, by the operating agreement, to the extent allowed by s. 605.0105.
(3) Unless displaced by particular provisions of this chapter, the principles of law and equity, including the common law principles relating to the fiduciary duties of loyalty and care, supplement this chapter.
History.—s. 2, ch. 2013-180; s. 3, ch. 2015-148.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.01125 - Reserved Name.

605.01125 Reserved name.—
(1) A person may reserve the exclusive use of the name of a limited liability company, including an alternate name for a foreign limited liability company whose name is not available, by delivering an application to the department for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the department finds that the name of the limited liability company applied for is available, it must reserve the name for the applicant’s exclusive use for a nonrenewable 120-day period.
(2) The owner of a reserved name of a limited liability company may transfer the reservation to another person by delivering to the department a signed notice of the transfer that states the name and address of the transferee.
(3) The department may revoke any reservation if, after a hearing, it finds that the application therefor or any transfer thereof was not made in good faith.
History.—s. 237, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0113 - Registered Agent.

605.0113 Registered agent.—
(1) Each limited liability company and each foreign limited liability company that has a certificate of authority under s. 605.0902 shall designate and continuously maintain in this state:
(a) A registered office, which may be the same as its place of business in this state; and
(b) A registered agent, who must be:
1. An individual who resides in this state and whose business address is identical to the address of the registered office;
2. Another domestic entity that is an authorized entity and whose business address is identical to the address of the registered office; or
3. A foreign entity authorized to transact business in this state that is an authorized entity and whose business address is identical to the address of the registered office.
(2) Each initial registered agent, and each successor registered agent that is appointed, shall file a statement in writing with the department, in the form and manner prescribed by the department, accepting the appointment as registered agent while simultaneously being designated as the registered agent. The statement of acceptance must provide that the registered agent is familiar with and accepts the obligations of that position.
(3) The duties of a registered agent are as follows:
(a) To forward to the limited liability company or registered foreign limited liability company, at the address most recently supplied to the agent by the company or foreign limited liability company, a process, notice, or demand pertaining to the company or foreign limited liability company which is served on or received by the agent.
(b) If the registered agent resigns, to provide the notice required under s. 605.0115(2) to the company or foreign limited liability company at the address most recently supplied to the agent by the company or foreign limited liability company.
(4) The department shall maintain an accurate record of the registered agent and registered office for service of process and shall promptly furnish information disclosed thereby upon request and payment of the required fee.
(5) A limited liability company and each foreign limited liability company that has a certificate of authority under s. 605.0902 may not prosecute or maintain an action in a court in this state until the limited liability company complies with this section, pays to the department any amounts required under this chapter, and, to the extent ordered by a court of competent jurisdiction, pays to the department a penalty of $5 for each day it has failed to comply or $500, whichever is less, and pays any other amounts required under this chapter.
(6) For the purposes of this section, “authorized entity” means:
(a) A corporation for profit.
(b) A limited liability company.
(c) A limited liability partnership.
(d) A limited partnership, including a limited liability limited partnership.
History.—s. 2, ch. 2013-180; s. 238, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0114 - Change of Registered Agent or Registered Office.

605.0114 Change of registered agent or registered office.—
(1) In order to change its registered agent or registered office address, a limited liability company or a foreign limited liability company may deliver to the department for filing a statement of change containing the following:
(a) The name of the limited liability company or foreign limited liability company.
(b) The name of its current registered agent.
(c) If the current registered agent is to be changed, the name of the new registered agent.
(d) The street address of its current registered office for its current registered agent.
(e) If the street address of the current registered office is to be changed, the new street address of the registered office in this state.
(2) If the registered agent is changed, the written acceptance of the successor registered agent described in s. 605.0113(2) must also be included in or attached to the statement of change.
(3) A statement of change is effective when filed by the department or when authorized under s. 605.0207.
(4) The changes described in this section may also be made on the limited liability company’s or foreign limited liability company’s annual report, in an application for reinstatement filed with the department under s. 605.0715(1), in an amendment to or restatement of a company’s articles of organization in accordance with s. 605.0202, or in an amendment to a foreign limited liability company’s certificate of authority in accordance with s. 605.0907.
History.—s. 2, ch. 2013-180; s. 239, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0115 - Resignation of Registered Agent.

605.0115 Resignation of registered agent.—
(1) A registered agent may resign as agent for a limited liability company or foreign limited liability company by delivering for filing to the department a signed statement of resignation containing the name of the limited liability company or foreign limited liability company.
(2) After delivering the statement of resignation to the department for filing, the registered agent must promptly mail a copy to the limited liability company’s or foreign limited liability company’s current mailing address.
(3) A registered agent is terminated upon the earlier of:
(a) The 31st day after the department files the statement of resignation; or
(b) When a statement of change or other record designating a new registered agent is filed by the department.
(4) When a statement of resignation takes effect, the registered agent ceases to have responsibility for a matter thereafter tendered to it as agent for the limited liability company or foreign limited liability company. The resignation does not affect contractual rights that the company or foreign limited liability company has against the agent or that the agent has against the company or foreign limited liability company.
(5) A registered agent may resign from a limited liability company or foreign limited liability company regardless of whether the company or foreign limited liability company has active status.
History.—s. 2, ch. 2013-180; s. 240, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0116 - Change of Name or Address by Registered Agent.

605.0116 Change of name or address by registered agent.—
(1) If a registered agent changes his, her, or its name or address, the agent may deliver to the department for filing a statement of change that provides the following:
(a) The name of the limited liability company or foreign limited liability company represented by the registered agent.
(b) The name of the registered agent as currently shown in the records of the department for the limited liability company or foreign limited liability company.
(c) If the name of the registered agent has changed, his, her, or its new name.
(d) If the address of the registered agent has changed, the new address.
(e) A statement that the registered agent has given the notice required under subsection (2).
(2) A registered agent shall promptly furnish notice of the statement of change and the changes made by the statement filed with the department to the represented limited liability company or foreign limited liability company.
History.—s. 2, ch. 2013-180; s. 241, ch. 2019-90; s. 70, ch. 2020-32.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0117 - Serving Process, Giving Notice, or Making a Demand.

605.0117 Serving process, giving notice, or making a demand.—
(1) Process against a limited liability company or registered foreign limited liability company may be served in accordance with s. 48.062 and chapter 48 or chapter 49.
(2) Any notice or demand on a limited liability company or registered foreign limited liability company under this chapter may be given or made to any member of a member-managed limited liability company or registered foreign limited liability company or to any manager of a manager-managed limited liability company or registered foreign limited liability company; to the registered agent of the limited liability company or registered foreign limited liability company at the registered office of the limited liability company or registered foreign limited liability company in this state; or to any other address in this state which is in fact the principal office of the limited liability company or registered foreign limited liability company in this state.
(3) A registered series of a foreign series limited liability company may be served in the same manner as a registered limited liability company.
(4) This section does not affect the right to serve process, give notice, or make a demand in any other manner provided by law.
History.—s. 2, ch. 2013-180; s. 242, ch. 2019-90; s. 19, ch. 2022-190.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0118 - Delivery of Record.

605.0118 Delivery of record.—
(1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission.
(2) Except as provided in subsection (3), delivery to the department is effective only when a record is received by the department.
(3) If a check is mailed to the department for payment of an annual report fee or the annual supplemental fee required under s. 607.193, the check shall be deemed to have been received by the department as of the postmark date appearing on the envelope or package transmitting the check if the envelope or package is received by the department.
History.—s. 2, ch. 2013-180; s. 243, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0119 - Waiver of Notice.

605.0119 Waiver of notice.—If, pursuant to this chapter or the articles of organization or operating agreement of a limited liability company, notice is required to be given to a member of a limited liability company or to a manager of a limited liability company having a manager or managers, a waiver in writing signed by the person or persons entitled to the notice, whether made before or after the time for notice to be given, is equivalent to the giving of notice.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0201 - Formation of Limited Liability Company; Articles of Organization.

605.0201 Formation of limited liability company; articles of organization.—
(1) One or more persons may act as authorized representatives to form a limited liability company by signing and delivering articles of organization to the department for filing.
(2) The articles of organization must state the following:
(a) The name of the limited liability company, which must comply with s. 605.0112.
(b) The street and mailing addresses of the company’s principal office.
(c) The name, street address in this state, and written acceptance of the company’s initial registered agent.
(3) The articles of organization may contain statements on matters other than those required under subsection (2), but may not vary from or otherwise affect the provisions specified in s. 605.0105(3) in a manner inconsistent with that subsection. Additional statements may include one or more of the following:
(a) A declaration as to whether the limited liability company is manager-managed for purposes of s. 605.0407 and other relevant provisions of this chapter.
(b) For a manager-managed limited liability company, the names and addresses of one or more of the managers of the company.
(c) For a member-managed limited liability company, the names and addresses of one or more of the members of the company.
(d) A description of the authority or limitation on the authority of a specific person in the company or a person holding a position or having a specified status in the company.
(e) Any other relevant matters.
(4) A limited liability company is formed when the company’s articles of organization become effective under s. 605.0207 and when at least one person becomes a member at the time the articles of organization become effective. By signing the articles of organization, the person who signs the articles of organization affirms that the company has or will have at least one member as of the time the articles of organization become effective.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0202 - Amendment or Restatement of Articles of Organization.

605.0202 Amendment or restatement of articles of organization.—
(1) The articles of organization may be amended or restated at any time.
(2) To amend the articles of organization, a limited liability company must deliver to the department for filing an amendment, designated as such in its heading, which contains the following:
(a) The present name of the company.
(b) The date of filing of the company’s articles of organization.
(c) The amendment to the articles of organization.
(d) The delayed effective date, as provided under s. 605.0207, if the amendment is not effective on the date the department files the amendment.
(3) To restate its articles of organization, a limited liability company must deliver to the department for filing an instrument, entitled “Restatement of Articles of Organization,” which contains the following:
(a) The present name of the company.
(b) The date of the filing of its articles of organization.
(c) All of the provisions of its articles of organization in effect, as restated.
(d) The delayed effective date, as provided under s. 605.0207, if the restatement is not effective on the date the department files the restatement.
(4) A restatement of the articles of organization of a limited liability company may also contain one or more amendments to the articles of organization, in which case the instrument must be entitled “Amended and Restated Articles of Organization.”
(5) If a member of a member-managed limited liability company or a manager of a manager-managed limited liability company knew that information contained in filed articles of organization was inaccurate when the articles of organization were filed or became inaccurate due to changed circumstances, the member or manager shall promptly:
(a) Cause the articles of organization to be amended; or
(b) If appropriate, deliver to the department for filing a statement of change under s. 605.0114 or a statement of correction under s. 605.0209.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0203 - Signing of Records to Be Delivered for Filing to Department.

605.0203 Signing of records to be delivered for filing to department.—
(1) A record delivered to the department for filing pursuant to this chapter must be signed as follows:
(a) Except as otherwise provided in paragraphs (b) and (c), a record signed on behalf of a limited liability company must be signed by a person authorized by the company.
(b) A company’s initial articles of organization must be signed by at least one person acting as an authorized representative. The articles of organization must also include or have attached a statement signed by the company’s initial registered agent in the form described in s. 605.0113(2).
(c) A record delivered on behalf of a dissolved company that has no member must be signed by the person winding up the company’s activities and affairs under s. 605.0709(3) or a person appointed under s. 605.0709(4) or (5) to wind up the activities and affairs.
(d) A statement of denial by a person under s. 605.0303 must be signed by that person.
(e) A record changing the registered agent must also include or be accompanied by a statement signed by the successor registered agent in the form described in s. 605.0113(2).
(f) Any other record delivered on behalf of a person to the department must be signed by that person.
(2) A record may also be signed by an agent, legal representative, or attorney-in-fact, as applicable, if such person is duly appointed and authorized to sign the record and the record states that such person possesses that authority.
(3) A person who signs a record as an agent, legal representative, or attorney-in-fact affirms as a fact that the person is authorized to sign the record.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0204 - Signing and Filing Pursuant to Judicial Order.

605.0204 Signing and filing pursuant to judicial order.—
(1) If a person who is required under this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, another person who is aggrieved may petition the circuit court to order:
(a) The person to sign the record;
(b) The person to deliver the record to the department for filing; or
(c) The department to file the record unsigned.
(2) If a petitioner under subsection (1) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. The petitioner may seek the remedies provided in subsection (1) in the same action, in combination or in the alternative.
(3) A record filed pursuant to paragraph (1)(c) is effective without being signed.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0205 - Liability for Inaccurate Information in Filed Record.

605.0205 Liability for inaccurate information in filed record.—
(1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person who suffers a loss by reliance on such information may recover damages for the loss from:
(a) A person who signed the record, or caused another to sign it on the person’s behalf, and knew the information was inaccurate at the time the record was signed; and
(b) Subject to subsection (2), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if:
1. The record was delivered for filing on behalf of the company; and
2. The member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
a. Effected an amendment pursuant to s. 605.0202;
b. Filed a petition pursuant to s. 605.0204; or
c. Delivered to the department for filing a statement of change pursuant to s. 605.0114 or a statement of correction under s. 605.0209.
(2) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the department for filing and imposes that responsibility on one or more other members, the liability stated in paragraph (1)(b) applies to those other members and not to the member that the operating agreement relieves of the responsibility.
(3) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0206 - Filing Requirements.

605.0206 Filing requirements.—
(1) A record authorized or required to be delivered to the department for filing under this chapter must be captioned to describe the record’s purpose, be in a medium authorized by the department, and be delivered to the department. If all filing fees are paid, the department shall file the record unless the department determines that the record does not comply with the filing requirements.
(2) Upon request and payment of the applicable fee, the department shall send to the requester a certified copy of the requested record.
(3) If the department has prescribed a mandatory medium or form for the record being filed, the record must be in the prescribed medium or on the prescribed form.
(4) Except as otherwise provided by the department, a document to be filed with the department must be typewritten or printed, legible, and written in the English language. A limited liability company name does not need to be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of a foreign limited liability company does not need to be in English if accompanied by a reasonably authenticated English translation. The department may prescribe forms in electronic format which comply with this chapter. The department may also use electronic transmissions for the purposes of notice and communication in the performance of its duties and may require filers and registrants to furnish e-mail addresses when presenting a document for filing.
History.—s. 2, ch. 2013-180.
2023 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.
2023 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.
2023 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.
2023 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; or
2. 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.