The Florida Senate

608.407  Articles of organization.--

(1)  In order to form a limited liability company, articles of organization of a limited liability company shall be executed and filed with the Department of State. The articles shall set forth:

(a)  The name of the limited liability company.

(b)  The period of its duration, which may be perpetual.

(c)  The mailing address and the street address of the principal office of the limited liability company.

(d)  The name and street address of its initial registered agent in the state together with a statement in writing in such form and manner as shall be prescribed by the Department of State accepting the appointment as a registered agent simultaneously with his or her being designated. Such statement of acceptance shall state that the registered agent is familiar with, and accepts, the obligations of that position.

(e)  The right, if given, of the members to admit additional members and the terms and conditions of the admissions.

(f)  The right, if given, of the remaining members of the limited liability company to continue the business on the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member or the occurrence of any other event which terminates the continued membership of a member in the limited liability company.

(g)

1.  If the limited liability company is to be managed by a manager or managers, a statement that the company is to be managed by a manager or managers and the names and addresses of such managers who are to serve as managers until the first annual meeting of members or until their successors are elected and qualify.

2.  If the management of a limited liability company is reserved to the members, a statement to that effect and the names and addresses of the managing members.

(h)  Any other matters the members determine to include therein.

(2)  An affidavit declaring that the limited liability company has at least two members and setting forth the amount of the cash and a description and agreed value of property other than cash contributed by the members and the amount anticipated to be contributed by the members shall accompany the articles of organization of a limited liability company.

(3)  A limited liability company is formed at the time described in s. 608.409 if there has been substantial compliance with the requirements of this section.

(4)  The articles of organization must be executed by at least one member or the authorized representative of a member.

History.--s. 2, ch. 82-177; s. 55, ch. 83-216; s. 11, ch. 93-284; s. 48, ch. 97-102.