2011 Florida Statutes
Articles of organization.
Articles of organization.
608.407 Articles of organization.—
(1) In order to form a limited liability company, articles of organization of a limited liability company shall be filed with the Department of State by one or more members or authorized representatives of the limited liability company. The articles of organization shall set forth:
(a) The name of the limited liability company, which must satisfy the requirements of s. 608.406.
(b) The mailing address and the street address of the principal office of the limited liability company.
(c) The name and street address of its initial registered agent for service of process in the state. The articles of organization shall include or be accompanied by the written statement required by s. 608.415.
(d) Any other matters that the members elect to include in the articles of organization.
(2) A limited liability company is formed at the time described in s. 608.409 if the person filing the articles of organization has substantially complied with the requirements of this section.
(3) The articles of organization shall be executed by at least one member or the authorized representative of a member.
(4) If the limited liability company is to be managed by one or more managers, the articles of organization may, but need not, include a statement that the limited liability company is to be a manager-managed company.
(5) The fact that articles of organization are on file with the Department of State is notice that the entity formed in connection with the filing of the articles of organization is a limited liability company formed under the laws of this state. If the articles of organization contain any information described in subsections (4) and (6), the articles of organization shall be deemed notice of that information as well, provided, if such information has been added or changed by an amendment or restatement of the articles of organization, the articles of organization shall not be deemed notice of such fact until 90 days after the effective date of such amendment or restatement.
(6) The articles of organization may also, but need not, identify one or more persons authorized to serve as a manager or managing member and may describe any limitations upon the authority of a manager or managing member, provided a provision in the articles of organization limiting the authority of a manager or managing member to transfer real property held in the name of the limited liability company is not notice of the limitation, to a person who is not a member or manager of the limited liability company, unless the limitation appears in an affidavit, certificate, or other instrument that bears the name of the limited liability company and is recorded in the office for recording transfers of such real property.
History.—s. 2, ch. 82-177; s. 55, ch. 83-216; s. 11, ch. 93-284; s. 48, ch. 97-102; ss. 3, 13, ch. 98-101; s. 1, ch. 99-315; s. 4, ch. 2002-272; s. 4, ch. 2005-267; s. 2, ch. 2007-134.