2012 Florida Statutes
LIMITED LIABILITY COMPANIES
Limited liability company name.
Articles of organization.
Execution of articles, certificate, or statement.
Filing duties of Department of State.
Effect of filing and issuance of time and date endorsement on the articles of organization.
Records to be kept; right to information.
Amendments to or restatements of articles of organization.
Correcting the articles of organization filed of record.
Registered office and registered agent.
Change of registered office or registered agent.
Contributions to capital and liability for contribution.
Management of the limited liability company.
General standards for managers and managing members.
Conflicts of interest.
Liability of members, managing members, and managers.
Limitation of liability of managers and managing members.
Indemnification of members, managers, managing members, officers, employees, and agents.
Limited liability company operating agreement; nonwaivable provisions.
Voting by members and managers.
Admission of additional members.
Agency of members and managers or managing members.
Delegation of rights and powers to manage.
Membership termination upon events of bankruptcy.
Unauthorized assumption of powers.
Limited liability company property.
Distributions; impairment of capital.
Sharing of profits and losses.
Withdrawal of member and distribution upon withdrawal.
Liability upon wrongful distribution.
Nature of interest of member in limited liability company.
Assignment of member’s interest.
Right of assignee to become member.
Power of estate of deceased or incompetent member; dissolved or terminated member.
Appraisal rights; definitions.
Right of members to appraisal.
Assertion of rights by nominees and beneficial owners.
Notice of appraisal rights.
Notice of intent to demand payment.
Appraisal notice and form.
Perfection of rights; right to withdraw.
Member’s acceptance of limited liability company’s offer.
Procedure if member is dissatisfied with offer.
Court costs and counsel fees.
Limitation on limited liability company payment.
Merger of limited liability company.
Action on plan of merger.
Certificate of merger.
Effect of merger.
Conversion of certain entities to a limited liability company.
Conversion of a domestic limited liability company into another business entity.
Action on plan of conversion.
Certificate of conversion.
Effect of conversion.
Revocation of dissolution.
Claims against dissolved limited liability company.
Effect of dissolution.
Distribution of assets upon dissolution.
Articles of dissolution.
Filing of articles of dissolution.
Cancellation of articles of organization.
Grounds for administrative dissolution.
Procedure for and effect of administrative dissolution.
Reinstatement following administrative dissolution.
Appeal from denial or reinstatement.
Grounds for judicial dissolution.
Procedure for judicial dissolution.
Receivership or custodianship.
Decree of dissolution.
Annual report for Department of State.
Fees of the Department of State.
Waiver of notice.
Jurisdiction of the circuit court.
Parties to actions by or against limited liability company.
Service of process.
Tax exemption on income of certain limited liability companies.
Foreign limited liability company; authority to transact business required.
Consequences of transacting business without authority.
Application for certificate of authority.
Amended certificate of authority.
Effect of certificate of authority.
Name of foreign limited liability company.
Registered office and registered agent of foreign limited liability company.
Change of registered office and registered agent of foreign limited liability company.
Resignation of registered agent or foreign limited liability company.
Service of process; notice or demand on a foreign limited liability company.
Withdrawal of foreign limited liability company.
Grounds for revocation of authority to transact business.
Procedure for and effect of revocation.
Revocation; application for reinstatement.
Appeal from revocation.
Member’s derivative actions.
Application of corporation case law to set aside limited liability.
Certificates and certified copies to be received in evidence.
Interrogatories by Department of State.
Reservation of power to amend or repeal.
Effect of repeal of prior acts.