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2023 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.
2023 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.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0407 - Management of Limited Liability Company.

605.0407 Management of limited liability company.—
(1) A limited liability company is a member-managed limited liability company unless the operating agreement or articles of organization:
(a) Expressly provide that:
1. The company is or will be manager-managed;
2. The company is or will be managed by managers; or
3. Management of the company is or will be vested in managers; or
(b) Include words of similar import to those in subparagraphs (a)1.-3. except that, unless the context in which the expression is used otherwise requires, the terms “managing member” and “managing members” do not, in and of themselves, constitute words of similar import for this purpose.
(2) In a member-managed limited liability company, the management and conduct of the company are vested in the members, except as expressly provided in this chapter.
(3) In a manager-managed limited liability company, a matter relating to the activities and affairs of the company is decided exclusively by the manager, or if there is more than one manager, by the managers, except as expressly provided in this chapter.
(4) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the company, in the absence of an agreement to the contrary.
(5) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute.
(6) The dissolution of a limited liability company does not affect the applicability of this section and ss. 605.04071-605.04074. However, a person who wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.04071 - Delegation of Rights and Powers to Manage.

605.04071 Delegation of rights and powers to manage.—A member or manager of a limited liability company has the power and authority to delegate to one or more other persons the member’s or manager’s, as the case may be, rights and powers to manage and control the business and affairs of the limited liability company, including the power and authority to delegate to agents, boards of managers, members, or directors, officers and assistant officers, and employees of a member or manager of the limited liability company, and the power and authority to delegate by a management agreement or similar agreement with, or otherwise to other persons. The delegation by a member or manager will not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.04072 - Selection and Terms of Managers in a Manager-Managed Limited Liability Company.

605.04072 Selection and terms of managers in a manager-managed limited liability company.—In a manager-managed limited liability company, the following rules apply:
(1) A manager may be chosen at any time by the consent of the member or members holding more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company owned by all of its members.
(2) A person need not be a member to be a manager.
(3) A person chosen as a manager continues as a manager until a successor is chosen, unless the manager at an earlier time resigns, is removed, or dies or, in the case of a manager that is not an individual, terminates.
(4) A manager may be removed at any time without notice or cause by the consent of the member or members holding more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company owned by all of its members.
(5) The dissociation of a member who is also a manager removes the person as a manager.
(6) If a person who is both a manager and a member ceases to be a manager, that cessation does not, by itself, dissociate the person as a member.
(7) A person’s ceasing to be a manager does not discharge a debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.04074 - Agency Rights of Members and Managers.

605.04074 Agency rights of members and managers.—
(1) In a member-managed limited liability company, the following rules apply:
(a) Except as provided in subsection (3), each member is an agent of the limited liability company for the purpose of its activities and affairs, and an act of a member, including signing an agreement or instrument of transfer in the name of the company for apparently carrying on in the ordinary course of the company’s activities and affairs or activities and affairs of the kind carried on by the company, binds the company unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.
(b) An act of a member which is not done for apparently carrying on in the ordinary course of the limited liability company’s activities and affairs or activities and affairs of the kind carried on by the company, binds the company only if the act was authorized by appropriate vote of the members.
(2) In a manager-managed limited liability company, the following rules apply:
(a) A member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member.
(b) Except as provided in subsection (3), each manager is an agent of the limited liability company for the purpose of its activities and affairs, and an act of a manager, including signing an agreement or instrument of transfer in the name of the company, for apparently carrying on in the ordinary course of the company’s activities and affairs or activities and affairs of the kind carried on by the company, binds the company unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.
(c) An act of a manager which is not apparently for carrying on in the ordinary course of the limited liability company’s activities and affairs or activities and affairs of the kind carried on by the company, binds the company only if the act was authorized by appropriate vote of the members.
(3) Unless a certified statement of authority recorded in the applicable real estate records limits the authority of a member or a manager, a member of a member-managed company or a manager of a manager-managed company may sign and deliver an instrument transferring or affecting the limited liability company’s interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument.
History.—s. 2, ch. 2013-180; s. 22, ch. 2015-148.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0408 - Reimbursement, Indemnification, Advancement, and Insurance.

605.0408 Reimbursement, indemnification, advancement, and insurance.—
(1) A limited liability company may reimburse a member of a member-managed company or a manager of a manager-managed company for any payment made by the member or manager in the course of the member’s or manager’s activities on behalf of the company if the member or manager complied with ss. 605.0407-605.04074, this section, and s. 605.04091 in making the payment.
(2) A limited liability company may indemnify and hold harmless a person with respect to a claim or demand against the person and a debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of s. 605.0405, s. 605.0407, s. 605.04071, s. 605.04072, s. 605.04073, s. 605.04074, or s. 605.04091.
(3) In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a member or manager if the person promises to repay the company in the event that the person ultimately is determined not to be entitled to be indemnified under subsection (2).
(4) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if:
(a) Under s. 605.0105(3)(g), the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability; and
(b) Under s. 605.0105(3)(p), the operating agreement could not provide for indemnification for the conduct giving rise to the liability.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0411 - Court-Ordered Inspection.

605.0411 Court-ordered inspection.—
(1) If a limited liability company does not allow a member, manager, or other person who complies with s. 605.0410(2)(a), (3)(a), (3)(b), or (4), as applicable, to inspect and copy any records required by that section to be available for inspection, the circuit court in the county where the limited liability company’s principal office is or was last located, as shown by the records of the department or, if there is no principal office in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded, at the limited liability company’s expense, upon application of the member, manager, or other person.
(2) If the court orders inspection or copying of the records demanded, it shall also order the limited liability company to pay the costs, including reasonable attorney fees, reasonably incurred by the member, manager, or other person seeking the records to obtain the order and enforce its rights under this section unless the limited liability company proves that it refused inspection in good faith because the company had a reasonable basis for doubt about the right of the member, manager, or such other person to inspect or copy the records demanded.
(3) If the court orders inspection or copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the member, manager, or other person demanding such records.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0502 - Transfer of Transferable Interest.

605.0502 Transfer of transferable interest.—
(1) Subject to s. 605.0503, a transfer, in whole or in part, of a transferable interest:
(a) Is permissible;
(b) Does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and
(c) Does not entitle the transferee to:
1. Participate in the management or conduct of the company’s activities and affairs; or
2. Except as otherwise provided in subsection (3), have access to records or other information concerning the company’s activities and affairs.
(2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(3) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution.
(4) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(5) A limited liability company need not give effect to a transferee’s rights under this section until the company knows or has notice of the transfer.
(6) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person who has knowledge or notice of the restriction at the time of transfer.
(7) Except as otherwise provided in s. 605.0602(5)(b), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.
(8) If a member transfers a transferable interest to a person who becomes a member with respect to the transferred interest, the transferee is liable for the member’s obligations under ss. 605.0403 and 605.0406(3) which are known to the transferee at the time the transferee becomes a member.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0504 - Power of Legal Representative.

605.0504 Power of legal representative.—If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member’s person or property, the member’s legal representative may exercise all of the member’s rights for the purpose of settling the member’s estate or administering the member’s property, including any power the member had to give a transferee the right to become a member. If a member is a corporation, trust, or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0601 - Power to Dissociate as Member; Wrongful Dissociation.

605.0601 Power to dissociate as member; wrongful dissociation.—
(1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under s. 605.0602(1).
(2) A person’s dissociation as a member is wrongful only if the dissociation:
(a) Is in breach of an express provision of the operating agreement; or
(b) Occurs before completion of the winding up of the company, and:
1. The person withdraws as a member by express will;
2. The person is expelled as a member by judicial order under s. 605.0602(6);
3. The person is dissociated under s. 605.0602(8); or
4. In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated.
(3) A person who wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 605.0801, to the other members for damages caused by the dissociation. The liability is in addition to each debt, obligation, or other liability of the member to the company or the other members.
(4) Notwithstanding anything to the contrary under applicable law, the articles of organization or operating agreement may provide that a limited liability company interest may not be assigned before the dissolution and winding up of the limited liability company.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0603 - Effect of Dissociation.

605.0603 Effect of dissociation.—
(1) If a person is dissociated as a member:
(a) The person’s right to participate as a member in the management and conduct of the company’s activities and affairs terminates;
(b) If the company is member-managed, the person’s duties and obligations under s. 605.04091 as a member end with regard to matters arising and events occurring after the person’s dissociation; and
(c) Subject to ss. 605.0504 and 605.1001-605.1072, a transferable interest owned by the person in the person’s capacity immediately before dissociation as a member is owned by the person solely as a transferee.
(2) A person’s dissociation as a member does not, of itself, discharge the person from a debt, obligation, or other liability to the company or the other members which the person incurred while a member.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0701 - Events Causing Dissolution.

605.0701 Events causing dissolution.—A limited liability company is dissolved and its activities and affairs must be wound up upon the occurrence of the following:
(1) An event or circumstance that the operating agreement states causes dissolution.
(2) The consent of all the members.
(3) The passage of 90 consecutive days during which the company has no members, unless:
(a) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and
(b) At least one person becomes a member in accordance with the consent.
(4) The entry of a decree of judicial dissolution in accordance with s. 605.0705.
(5) The filing of a statement of administrative dissolution by the department pursuant to s. 605.0714.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0703 - Procedure for Judicial Dissolution; Alternative Remedies.

605.0703 Procedure for judicial dissolution; alternative remedies.—
(1) Venue for a proceeding brought under s. 605.0702 lies in the circuit court of the county where the limited liability company’s principal office is or was last located, as shown by the records of the department, or, if there is or was no principal office in this state, in the circuit court of the county where the company’s registered office is or was last located.
(2) It is not necessary to make members parties to a proceeding to dissolve a limited liability company unless relief is sought against such members individually.
(3) A court in a proceeding brought to dissolve a limited liability company may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the limited liability company’s assets wherever located, and carry on the business of the limited liability company until a full hearing can be held.
(4) In a proceeding brought under s. 605.0702, the court may, upon a showing of sufficient merit to warrant such a remedy:
(a) Appoint a receiver or custodian under s. 605.0704;
(b) Order a purchase of a petitioning member’s interest pursuant to s. 605.0706; or
(c) Upon a showing of good cause, order another remedy the court deems appropriate in its discretion, including an equitable remedy.
(5) Section 57.105 applies to a proceeding brought under s. 605.0702.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0704 - Receivership or Custodianship.

605.0704 Receivership or custodianship.—
(1) A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up and liquidate or one or more custodians to manage the business and affairs of the limited liability company. The court shall hold a hearing, after notifying all parties to the proceeding and an interested person designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the limited liability company and all of its property, wherever located.
(2) The court may appoint a person authorized to act as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended. Among other powers:
(a) The receiver:
1. May dispose of all or a part of the assets of the limited liability company, wherever located, at a public or private sale, if authorized by the court; and
2. May sue and defend in the receiver’s own name, as receiver of the limited liability company, in all courts of this state; and
(b) The custodian may exercise all of the powers of the limited liability company, through or in place of its managers or members, to the extent necessary to manage the activities and affairs of the limited liability company in the best interest of its members and creditors.
(4) During a receivership, the court may redesignate the receiver as a custodian and, during a custodianship, may redesignate the custodian as a receiver if doing so is in the best interests of the limited liability company and its members and creditors.
(5) During the receivership or custodianship the court may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver’s or custodian’s counsel from the assets of the limited liability company or proceeds from the sale of part or all of those assets.
(6) The court has jurisdiction to appoint an ancillary receiver for the assets and business of a limited liability company. The ancillary receiver shall serve ancillary to a receiver located in another state if the court deems that circumstances exist requiring the appointment of such a receiver. The court may appoint a receiver for a foreign limited liability company even though a receiver has not been appointed elsewhere. The receivership shall be converted into an ancillary receivership if an order entered by a court of competent jurisdiction in the other state provides for a receivership of the foreign limited liability company.
History.—s. 2, ch. 2013-180.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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; or
2. 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.