Fla. Stat. 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.

Source: Section 605.0111 — Rules of construction and supplemental principles of law, https://www.­flsenate.­gov/Laws/Statutes/2024/0605.­0111 (accessed Aug. 7, 2025).

605.0101
Short title 605.0102
Definitions 605.0103
Knowledge 605.0104
Governing law 605.0105
Operating agreement 605.0106
Operating agreement 605.0107
Operating agreement 605.0108
Nature, purpose, and duration of limited liability company 605.0109
Powers 605.0110
Limited liability company property 605.0111
Rules of construction and supplemental principles of law 605.0112
Name 605.0113
Registered agent 605.0114
Change of registered agent or registered office 605.0115
Resignation of registered agent 605.0116
Change of name or address by registered agent 605.0117
Serving process, giving notice, or making a demand 605.0118
Delivery of record 605.0119
Waiver of notice 605.0201
Formation of limited liability company 605.0202
Amendment or restatement of articles of organization 605.0203
Signing of records to be delivered for filing to department 605.0204
Signing and filing pursuant to judicial order 605.0205
Liability for inaccurate information in filed record 605.0206
Filing requirements 605.0207
Effective date and time 605.0208
Withdrawal of filed record before effectiveness 605.0209
Correcting filed record 605.0210
Duty of department to file 605.0211
Certificate of status 605.0212
Annual report for department 605.0213
Fees of the department 605.0214
Powers of department 605.0215
Certificates to be received in evidence and evidentiary effect of certified copy of filed document 605.0216
Statement of dissociation or resignation 605.0301
Power to bind limited liability company 605.0302
Statement of authority 605.0303
Statement of denial 605.0304
Liability of members and managers 605.0401
Becoming a member 605.0402
Form of contribution 605.0403
Liability for contributions 605.0404
Sharing of distributions before dissolution and profits and losses 605.0405
Limitations on distributions 605.0406
Liability for improper distributions 605.0407
Management of limited liability company 605.0408
Reimbursement, indemnification, advancement, and insurance 605.0410
Records to be kept 605.0411
Court-ordered inspection 605.0501
Nature of transferable interest 605.0502
Transfer of transferable interest 605.0503
Charging order 605.0504
Power of legal representative 605.0601
Power to dissociate as member 605.0602
Events causing dissociation 605.0603
Effect of dissociation 605.0701
Events causing dissolution 605.0702
Grounds for judicial dissolution 605.0703
Procedure for judicial dissolution 605.0704
Receivership or custodianship 605.0705
Decree of dissolution 605.0706
Election to purchase instead of dissolution 605.0707
Articles of dissolution 605.0708
Revocation of articles of dissolution 605.0709
Winding up 605.0710
Disposition of assets in winding up 605.0711
Known claims against dissolved limited liability company 605.0712
Other claims against a dissolved limited liability company 605.0713
Court proceedings 605.0714
Administrative dissolution 605.0715
Reinstatement 605.0716
Judicial review of denial of reinstatement 605.0717
Effect of dissolution 605.0801
Direct action by member 605.0802
Derivative action 605.0803
Proper plaintiff 605.0804
Special litigation committee 605.0805
Proceeds and expenses 605.0806
Voluntary dismissal or settlement 605.0901
Governing law 605.0902
Application for certificate of authority 605.0903
Effect of a certificate of authority 605.0904
Effect of failure to have certificate of authority 605.0905
Activities not constituting transacting business 605.0906
Noncomplying name of foreign limited liability company 605.0907
Amendment to certificate of authority 605.0908
Revocation of certificate of authority 605.0909
Reinstatement following revocation of certificate of authority 605.0910
Withdrawal and cancellation of certificate of authority 605.0911
Withdrawal deemed on conversion to domestic filing entity 605.0912
Withdrawal on dissolution, merger, or conversion to nonfiling entity 605.0913
Action by Department of Legal Affairs 605.1001
Relationship of the provisions of this section and ss 605.1002
Charitable and donative provisions 605.1003
Status of filings 605.1004
Nonexclusivity 605.1005
Reference to external facts 605.1006
Appraisal rights 605.1021
Merger authorized 605.1022
Plan of merger 605.1023
Approval of merger 605.1024
Amendment or abandonment of plan of merger 605.1025
Articles of merger 605.1026
Effect of merger 605.1031
Interest exchange authorized 605.1032
Plan of interest exchange 605.1033
Approval of interest exchange 605.1034
Amendment or abandonment of plan of interest exchange 605.1035
Articles of interest exchange 605.1036
Effect of interest exchange 605.1041
Conversion authorized 605.1042
Plan of conversion 605.1043
Approval of conversion 605.1044
Amendment or abandonment of plan of conversion 605.1045
Articles of conversion 605.1046
Effect of conversion 605.1051
Domestication authorized 605.1052
Plan of domestication 605.1053
Approval of domestication 605.1054
Amendment or abandonment of plan of domestication 605.1055
Articles of domestication 605.1056
Effect of domestication 605.1061
Appraisal rights 605.1062
Assertion of rights by nominees and beneficial owners 605.1063
Notice of appraisal rights 605.1064
Notice of intent to demand payment 605.1065
Appraisal notice and form 605.1066
Perfection of rights 605.1067
Member’s acceptance of limited liability company’s offer 605.1068
Procedure if member is dissatisfied with offer 605.1069
Court action 605.1070
Court costs and attorney fees 605.1071
Limitation on limited liability company payment 605.1072
Other remedies limited 605.1101
Uniformity of application and construction 605.1102
Relation to Electronic Signatures in Global and National Commerce Act 605.1103
Tax exemption on income of certain limited liability companies 605.1104
Interrogatories by department 605.1105
Reservation of power to amend or repeal 605.1106
Savings clause 605.1107
Severability clause 605.1108
Application to limited liability company formed under the Florida Limited Liability Company Act 605.01125
Reserved name 605.04071
Delegation of rights and powers to manage 605.04072
Selection and terms of managers in a manager-managed limited liability company 605.04073
Voting rights of members and managers 605.04074
Agency rights of members and managers 605.04091
Standards of conduct for members and managers 605.04092
Conflict of interest transactions 605.04093
Limitation of liability of managers and members 605.09091
Judicial review of denial of reinstatement

Current through Fall 2025

§ 605.0111. Rules of construction & supplemental principles of law's source at flsenate​.gov