| 1 | Representative McKeel offered the following: |
| 2 |
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| 3 | Amendment (with title amendment) |
| 4 | On page 3, between lines 2 and 3, insert: |
| 5 | Section 1. Section 608.406, Florida Statutes, is amended |
| 6 | to read: |
| 7 | 608.406 Limited liability company name.-- |
| 8 | (1) A limited liability company name: |
| 9 | (a) Must contain the words "limited liability company" or |
| 10 | "limited company," or the abbreviation abbreviations "L.L.C." or |
| 11 | "L.C.," or the designation designations "LLC" or "LC" as the |
| 12 | last words of the name of every limited liability company formed |
| 13 | under the provisions of this chapter. The word "limited" may be |
| 14 | abbreviated as "Ltd.," and the word "company" may be abbreviated |
| 15 | as "Co." Omission of the words "limited liability company" or |
| 16 | "limited company," the abbreviation abbreviations "L.L.C." or |
| 17 | "L.C.," or the designation designations "LLC" or "LC" in the use |
| 18 | of the name of the limited liability company shall render any |
| 19 | person who knowingly participates in the omission, or knowingly |
| 20 | acquiesces in the omission, liable for any indebtedness, damage, |
| 21 | or liability caused by the omission. |
| 22 | (b) May not contain language stating or implying that the |
| 23 | limited liability company is organized for a purpose other than |
| 24 | that permitted in this chapter and its articles of organization. |
| 25 | (c) May not contain language stating or implying that the |
| 26 | limited liability company is connected with a state or federal |
| 27 | government agency or a corporation or other entity chartered |
| 28 | under the laws of the United States. |
| 29 | (2) The name of the limited liability company must be |
| 30 | distinguishable on the records of the Division of Corporations |
| 31 | of the Department of State, except for fictitious name |
| 32 | registrations filed pursuant to s. 865.09 and general |
| 33 | partnership registrations filed pursuant to s. 620.8105; |
| 34 | however, a limited liability company may register under a name |
| 35 | that is not otherwise distinguishable on the records of the |
| 36 | Division of Corporations with written consent of the owner |
| 37 | entity provided the consent is filed with the Division of |
| 38 | Corporations at the time of registration of such name. |
| 39 | (3)(2) The name of the limited liability company shall be |
| 40 | filed with the Department of State for public notice only and |
| 41 | shall not alone create any presumption of ownership beyond that |
| 42 | which is created under the common law. The Department of State |
| 43 | shall record the name without regard to any other name recorded. |
| 44 | (4) In the case of any limited liability company in |
| 45 | existence prior to July 1, 2007, and registered with the |
| 46 | Division of Corporations, the requirement in this section that |
| 47 | the name of the entity be distinguishable from the names of |
| 48 | other entities and filings shall not apply except when the |
| 49 | limited liability company files documents on or after July 1, |
| 50 | 2007, that would otherwise have affected its name. |
| 51 | Section 2. Paragraph (a) of subsection (1) of section |
| 52 | 608.407, Florida Statutes, is amended to read: |
| 53 | 608.407 Articles of organization.-- |
| 54 | (1) In order to form a limited liability company, articles |
| 55 | of organization of a limited liability company shall be filed |
| 56 | with the Department of State by one or more members or |
| 57 | authorized representatives of the limited liability company. The |
| 58 | articles of organization shall set forth: |
| 59 | (a) The name of the limited liability company, which must |
| 60 | satisfy the requirements of s. 608.406. |
| 61 |
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| 62 | ========= T I T L E A M E N D M E N T ========= |
| 63 | On page 1, line 2, |
| 64 | remove: all of said line |
| 65 |
|
| 66 | and insert: |
| 67 | An act relating to business filings; amending s. 608.406, F.S.; |
| 68 | deleting certain authorized words or abbreviations in limited |
| 69 | liability company names; requiring a company name to be |
| 70 | distinguishable on records maintained by the Division of |
| 71 | Corporations of the Department of State; providing exceptions; |
| 72 | deleting a name-recording requirement for the department; |
| 73 | providing for nonapplication of certain requirements relating to |
| 74 | distinguishability of company names in certain records under |
| 75 | certain circumstances; amending s. 608.407, F.S.; requiring the |
| 76 | name of a limited liability company in the company's articles of |
| 77 | organization to satisfy certain requirements; |