Chapter 605
Florida Revised Limited Liability Company Act

Sections

605.0101
Short title
605.0102
Definitions
605.0103
Knowledge; notice
605.0104
Governing law
605.0105
Operating agreement; scope, function, and limitations
605.0106
Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement
605.0107
Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company
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; articles of organization
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; review of refusal to file; transmission of information by department
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; rights of member, manager, and person dissociated to information
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; wrongful dissociation
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; alternative remedies
605.0704
Receivership or custodianship
605.0705
Decree of dissolution
605.0706
Election to purchase instead of dissolution
605.0707
Articles of dissolution; filing of 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; notice
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; definitions
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; right to withdraw
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; other powers of 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

Chap. 605. Fla. Revised Ltd. Liab. Company Act's source at flsenate​.gov