605 FL LLC ACT

Short title.

Definitions.

Knowledge; notice.

Governing law.

Operating agreement; scope, function, and limitations.

Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement.

Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.

Nature, purpose, and duration of limited liability company.

Powers.

Limited liability company property.

Rules of construction and supplemental principles of law.

Name.

Reserved name.

Registered agent.

Change of registered agent or registered office.

Resignation of registered agent.

Change of name or address by registered agent.

Service of process, notice, or demand.

Delivery of record.

Waiver of notice.

Formation of limited liability company; articles of organization.

Amendment or restatement of articles of organization.

Signing of records to be delivered for filing to department.

Signing and filing pursuant to judicial order.

Liability for inaccurate information in filed record.

Filing requirements.

Effective date and time.

Withdrawal of filed record before effectiveness.

Correcting filed record.

Duty of department to file; review of refusal to file; transmission of information by department.

Certificate of status.

Annual report for department.

Fees of the department.

Powers of department.

Certificates to be received in evidence and evidentiary effect of copy of filed document.

Statement of dissociation or resignation.

Power to bind limited liability company.

Statement of authority.

Statement of denial.

Liability of members and managers.

Becoming a member.

Form of contribution.

Liability for contributions.

Sharing of distributions before dissolution and profits and losses.

Limitations on distributions.

Liability for improper distributions.

Management of limited liability company.

Delegation of rights and powers to manage.

Selection and terms of managers in a manager-managed limited liability company.

Voting rights of members and managers.

Agency rights of members and managers.

Reimbursement, indemnification, advancement, and insurance.

Standards of conduct for members and managers.

Conflict of interest transactions.

Limitation of liability of managers and members.

Records to be kept; rights of member, manager, and person dissociated to information.

Court-ordered inspection.

Nature of transferable interest.

Transfer of transferable interest.

Charging order.

Power of legal representative.

Power to dissociate as member; wrongful dissociation.

Events causing dissociation.

Effect of dissociation.

Events causing dissolution.

Grounds for judicial dissolution.

Procedure for judicial dissolution; alternative remedies.

Receivership or custodianship.

Decree of dissolution.

Election to purchase instead of dissolution.

Articles of dissolution; filing of articles of dissolution.

Revocation of articles of dissolution.

Winding up.

Disposition of assets in winding up.

Known claims against dissolved limited liability company.

Other claims against a dissolved limited liability company.

Court proceedings.

Administrative dissolution.

Reinstatement.

Judicial review of denial of reinstatement.

Effect of dissolution.

Direct action by member.

Derivative action.

Proper plaintiff.

Special litigation committee.

Proceeds and expenses.

Voluntary dismissal or settlement; notice.

Governing law.

Application for certificate of authority.

Effect of a certificate of authority.

Effect of failure to have certificate of authority.

Activities not constituting transacting business.

Noncomplying name of foreign limited liability company.

Amendment to certificate of authority.

Revocation of certificate of authority.

Reinstatement following revocation of certificate of authority.

Judicial review of denial of reinstatement.

Withdrawal and cancellation of certificate of authority.

Withdrawal deemed on conversion to domestic filing entity.

Withdrawal on dissolution, merger, or conversion to nonfiling entity.

Action by Department of Legal Affairs.

Relationship of the provisions of this section and ss. 605.1002-605.1072 to other laws.

Charitable and donative provisions.

Status of filings.

Nonexclusivity.

Reference to external facts.

Appraisal rights.

Merger authorized.

Plan of merger.

Approval of merger.

Amendment or abandonment of plan of merger.

Articles of merger.

Effect of merger.

Interest exchange authorized.

Plan of interest exchange.

Approval of interest exchange.

Amendment or abandonment of plan of interest exchange.

Articles of interest exchange.

Effect of interest exchange.

Conversion authorized.

Plan of conversion.

Approval of conversion.

Amendment or abandonment of plan of conversion.

Articles of conversion.

Effect of conversion.

Domestication authorized.

Plan of domestication.

Approval of domestication.

Amendment or abandonment of plan of domestication.

Articles of domestication.

Effect of domestication.

Appraisal rights; definitions.

Assertion of rights by nominees and beneficial owners.

Notice of appraisal rights.

Notice of intent to demand payment.

Appraisal notice and form.

Perfection of rights; right to withdraw.

Member’s acceptance of limited liability company’s offer.

Procedure if member is dissatisfied with offer.

Court action.

Court costs and attorney fees.

Limitation on limited liability company payment.

Other remedies limited.

Uniformity of application and construction.

Relation to Electronic Signatures in Global and National Commerce Act.

Tax exemption on income of certain limited liability companies.

Interrogatories by department; other powers of department.

Reservation of power to amend or repeal.

Savings clause.

Severability clause.

Application to limited liability company formed under the Florida Limited Liability Company Act.