The Florida Senate

608.427  Withdrawal or reduction of members' contributions to capital.--

(1)  A member may withdraw from a limited liability company at the time or upon the happening of an event specified in the articles of organization or the regulations. If the articles of organization and regulations do not specify the time or the events upon the happening of which a member may withdraw or a definite time for the dissolution and the winding up of the limited liability company, a member may withdraw upon not less than 6 months' prior written notice to each nonwithdrawing member at his or her address as set forth in the records that are required to be kept under s. 608.4101.

(2)  Except as provided in subsection (3), upon withdrawal, a withdrawing member is entitled to receive any distribution to which he or she is entitled under the articles of organization or regulations, and, if not otherwise provided in the articles of organization and regulations, he or she is entitled to receive, within a reasonable time after withdrawal, the balance of his or her capital account.

(3)  A member may not receive a distribution from a limited liability company to the extent that, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their ownership interests in the limited liability company, exceed the value of the limited liability company's assets.

(4)  In the absence of a statement in the articles of organization or the regulations to the contrary or the consent of all members of the limited liability company, a member, irrespective of the nature of his or her or its contribution, has only the right to demand and receive cash in return for his or her or its contribution to capital.

History.--s. 2, ch. 82-177; s. 31, ch. 93-284; s. 53, ch. 97-102.