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2013 Florida Statutes

Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
Entire Chapter
CHAPTER 605
TITLE XXXVI

BUSINESS ORGANIZATIONS

CHAPTER 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
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.
605.0113
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
Service of process, notice, or 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 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.
605.04071
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.
605.0408
Reimbursement, indemnification, advancement, and insurance.
605.04091
Standards of conduct for members and managers.
605.04092
Conflict of interest transactions.
605.04093
Limitation of liability of managers and members.
605.0410
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. 605.1002-605.1072 to other laws.
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.