Florida Revised Limited Liability Company Act - …

1 Florida Department of State Division of Corporations Florida Revised Limited Liability Company Act Division of Corporations Box 6327 Tallahassee, Florida 32314. FOREWORD. The Division of Corporations of the Florida Department of State produces this booklet specifically for the convenience of those who frequently refer to Chapter 605, Florida Statutes. Also included are excerpts from Chapter 621, , regarding Professional Limited Liability Companies. All history notes commonly found in the Florida Statutes have been omitted. This booklet is not an official published version of the Florida Statutes and is not intended to be considered as such. This booklet also contains some basic filing forms, filing fees and a Division telephone directory.

2 Other filing forms are available from the Division's website. We hope this publication will be helpful to you when filing with the Division of Corporations. Division of Corporations Internet Address: < >. Mailing Address: Post Office Box 6327, Tallahassee, FL 32314. Street Address: Clifton Building, 2661 Executive Center Circle, Tallahassee, FL 32301. Rev. 12/13. Table of Contents Chapter 605, Florida Statutes-------------------------------- --------------------------------------- 1-58. Forms for filing a Florida Limited Liability Company --------------------------------- ------- 59-63. Forms for filing a Foreign Limited Liability Company --------------------------------- ------- 64-67. Professional Service Corporations---------------------------- ------------------------------------- 68-72.

3 Division of Corporations Telephone Directory------------------------------- ------------------- 73. Florida Revised Limited Liability Company ACT. Short title. Sharing of distributions before dissolution and Definitions. profits and losses. Knowledge; notice. Limitations on distributions. Governing law. Liability for improper distributions. Operating agreement; scope, function, and Management of Limited Liability Company . limitations. Delegation of rights and powers to manage. Operating agreement; effect on Limited Liability Selection and terms of managers in a manager- Company and person becoming member; managed Limited Liability Company . preformation agreement; other matters involving Voting rights of members and managers.

4 Operating agreement. Agency rights of members and managers. Operating agreement; effect on third parties and Reimbursement, indemnification, advancement, relationship to records effective on behalf of and insurance. Limited Liability Company . Standards of conduct for members and managers. Nature, purpose, and duration of Limited Liability Conflict of interest transactions. Company . Limitation of Liability of managers and members. Powers. Records to be kept; rights of member, manager, Limited Liability Company property. and person dissociated to information. Rules of construction and supplemental principles Court-ordered inspection. of law. Nature of transferable interest. Name. Transfer of transferable interest. Registered agent.

5 Charging order. Change of registered agent or registered office. Power of legal representative. Resignation of registered agent. Power to dissociate as member; wrongful Change of name or address by registered agent. dissociation. Service of process, notice, or demand. Events causing dissociation. Delivery of record. Effect of dissociation. Waiver of notice. Events causing dissolution. Formation of Limited Liability Company ; articles of Grounds for judicial dissolution. organization. Procedure for judicial dissolution; alternative Amendment or restatement of articles of remedies. organization. Receivership or custodianship. Signing of records to be delivered for filing to Decree of dissolution. department. Election to purchase instead of dissolution.

6 Signing and filing pursuant to judicial order. Articles of dissolution; filing of articles of Liability for inaccurate information in filed record. dissolution. Filing requirements. Revocation of articles of dissolution. Effective date and time. Winding up. Withdrawal of filed record before effectiveness. Disposition of assets in winding up. Correcting filed record. Known claims against dissolved Limited Liability Duty of department to file; review of refusal to Company . file; transmission of information by department. Other claims against a dissolved Limited Liability Certificate of status. Company . Annual report for department. Court proceedings. Fees of the department. Administrative dissolution. Powers of department.

7 Reinstatement. Certificates to be received in evidence and Judicial review of denial of reinstatement. evidentiary effect of copy of filed document. Effect of dissolution. Statement of dissociation or resignation. Direct action by member. Power to bind Limited Liability Company . Derivative action. Statement of authority. Proper plaintiff. Statement of denial. Special litigation committee. Liability of members and managers. Proceeds and expenses. Becoming a member. Voluntary dismissal or settlement; notice. Form of contribution. Governing law. Liability for contributions. Application for certificate of authority. 1. Florida Revised Limited Liability Company ACT. Effect of a certificate of authority. Appraisal notice and form.

8 Effect of failure to have certificate of authority. Perfection of rights; right to withdraw. Activities not constituting transacting business. Member's acceptance of Limited Liability Noncomplying name of foreign Limited Liability Company 's offer. Company . Procedure if member is dissatisfied with offer. Amendment to certificate of authority. Court action. Revocation of certificate of authority. Court costs and attorney fees. Reinstatement following revocation of certificate Limitation on Limited Liability Company payment. of authority. Other remedies Limited . Withdrawal and cancellation of certificate of Uniformity of application and construction. authority. Relation to Electronic Signatures in Global and Withdrawal deemed on conversion to domestic National Commerce Act.

9 Filing entity. Tax exemption on income of certain Limited Withdrawal on dissolution, merger, or conversion Liability companies. to nonfiling entity. Interrogatories by department; other powers of Action by Department of Legal Affairs. department. Relationship of the provisions of this section and Reservation of power to amend or repeal. ss. to other laws. Savings clause. Charitable and donative provisions. Severability clause. Status of filings. Application to Limited Liability Company formed Nonexclusivity. under the Florida Limited Liability Company Act. Reference to external facts. Appraisal rights. Short title. Sections may be Merger authorized. cited as the Florida Revised Limited Liability Plan of merger. Company Act.

10 Approval of merger. Amendment or abandonment of plan of merger. Definitions. As used in this chapter, the term: Articles of merger. (1) Acquired entity means the entity that has all of Effect of merger. one or more of its classes or series of interests acquired in an Interest exchange authorized. interest exchange. Plan of interest exchange. (2) Acquiring entity means the entity that acquires all Approval of interest exchange. of one or more classes or series of interests of the acquired Amendment or abandonment of plan of interest entity in an interest exchange. exchange. (3) Articles of conversion means the articles of Articles of interest exchange. conversion required under s. The term includes the Effect of interest exchange.