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2024 Florida Statutes (Including 2025C)

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 605 FLORIDA REVISED LIMITED LIABILITY COMPANY ACT Entire Chapter
SECTION 0205
Liability for inaccurate information in filed record.
F.S. 605.0205
605.0205 Liability for inaccurate information in filed record.—
(1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person who suffers a loss by reliance on such information may recover damages for the loss from:
(a) A person who signed the record, or caused another to sign it on the person’s behalf, and knew the information was inaccurate at the time the record was signed; and
(b) Subject to subsection (2), a member of a member-managed limited liability company or a manager of a manager-managed limited liability company if:
1. The record was delivered for filing on behalf of the company; and
2. The member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
a. Effected an amendment pursuant to s. 605.0202;
b. Filed a petition pursuant to s. 605.0204; or
c. Delivered to the department for filing a statement of change pursuant to s. 605.0114 or a statement of correction under s. 605.0209.
(2) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the department for filing and imposes that responsibility on one or more other members, the liability stated in paragraph (1)(b) applies to those other members and not to the member that the operating agreement relieves of the responsibility.
(3) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
History.—s. 2, ch. 2013-180.