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2022 Florida Statutes (including 2022C, 2022D, 2022A, and 2023B)
SECTION 0502
Transfer of transferable interest.
Transfer of transferable interest.
605.0502 Transfer of transferable interest.—
(1) Subject to s. 605.0503, a transfer, in whole or in part, of a transferable interest:
(a) Is permissible;
(b) Does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and
(c) Does not entitle the transferee to:
1. Participate in the management or conduct of the company’s activities and affairs; or
2. Except as otherwise provided in subsection (3), have access to records or other information concerning the company’s activities and affairs.
(2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(3) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution.
(4) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(5) A limited liability company need not give effect to a transferee’s rights under this section until the company knows or has notice of the transfer.
(6) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person who has knowledge or notice of the restriction at the time of transfer.
(7) Except as otherwise provided in s. 605.0602(5)(b), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.
History.—s. 2, ch. 2013-180.