Fla. Stat. 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: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; andIs not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person 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:The operating agreement prevails as to members, dissociated members, transferees, and managers; andThe record prevails as to other persons to the extent the other persons reasonably rely on the record.

(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.

Source: Section 605.0107 — Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company, https://www.flsenate.gov/Laws/Statutes/2024/0605.0107 (accessed Aug. 7, 2025).

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Fla. Stat. 605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company

(1)

(2)

(a)

(b)

(3)

(4)

(a)

(b)

Fla. Stat. 605.0107
Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company