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2025 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 605 FLORIDA REVISED LIMITED LIABILITY COMPANY ACT Entire Chapter
SECTION 2107
Additional limitations on operating agreements.
F.S. 605.2107
1605.2107 Additional limitations on operating agreements.—
(1) An operating agreement may not vary the effect of:
(a) This section;
(b) Section 605.2103;
(c) Section 605.2104(1);
(d) Section 605.2104(2), to provide a protected series a power beyond those provided in this chapter to a limited liability company;
(e) Section 605.2104(3) or (4);
(f) Section 605.2105;
(g) Section 605.2106;
(h) Section 605.2108;
(i) Section 605.2201, except to vary the manner in which a series limited liability company approves establishing a protected series;
(j) Section 605.2202;
(k) Section 605.2301;
(l) Section 605.2302;
(m) Section 605.2303(1) or (2);
(n) Section 605.2304(3) or (6);
(o) Section 605.2401, except to decrease or eliminate a limitation of liability stated in that section;
(p) Section 605.2402;
(q) Section 605.2403;
(r) Section 605.2404;
(s) Section 605.2501(1), (4), and (5);
(t) Section 605.2502, except to designate a different person to manage winding up;
(u) Section 605.2503;
(v) Sections 605.2601-605.2608;
(w) Sections 605.2701-605.2704;
(x) Sections 605.2801-605.2802, except to vary the person that has the right to sign and deliver to the department for filing a record under this chapter; or
(y) A provision of this chapter pertaining to:
1. A registered office or registered agents; or
2. The department, including provisions relating to records authorized or required to be delivered to the department for filing under this chapter.
(2) An operating agreement may not unreasonably restrict the duties and rights conferred under s. 605.2305 but may impose reasonable restrictions on the availability and use of information obtained under that section and may provide appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.
History.—s. 11, ch. 2025-162.
1Note.—Effective July 1, 2026.