The Florida Senate

608.401  Short title.

608.402  Definitions.

608.403  Purpose.

608.404  Powers.

608.405  Formation.

608.406  Limited liability company name.

608.4062  Foreign limited liability company; registered name; application; renewal; revocation.

608.407  Articles of organization.

608.408  Execution of certificate or statement.

608.4081  Filing requirements.

608.4082  Filing duties of Department of State.

608.409  Effect of issuance of certificate of organization.

608.4101  Records to be kept.

608.411  Amendments to or restatements of articles of organization.

608.412  Supplemental affidavit of capital contributions.

608.415  Registered office and registered agent.

608.416  Change of registered office or registered agent.

608.4211  Contributions to capital and liability for contribution.

608.422  Management of limited liability company.

608.4225  General standards for managers and managing members.

608.423  Limited liability company regulations.

608.4231  Voting by members and managers.

608.4232  Admission of additional members.

608.424  Contracting debts.

608.425  Limited liability company property.

608.426  Distribution of property; impairment of capital.

608.4261  Sharing of profits and losses.

608.427  Withdrawal or reduction of members' contributions to capital.

608.428  Liability upon return of contribution.

608.431  Nature of interest of member in limited liability company.

608.432  Transferability of member's interest.

608.433  Right of assignee to become member.

608.434  Power of estate of deceased or incompetent member.

608.436  Liability of members and managers.

608.4362  Liability of managers and managing members.

608.4363  Indemnification of managing members, managers, officers, employees, and agents.

608.437  Unauthorized assumption of powers.

608.438  Merger of limited liability company.

608.4381  Action on plan of merger.

608.4382  Articles of merger.

608.4383  Effect of merger.

608.4384  Rights of dissenting members.

608.441  Dissolution.

608.4411  Revocation of dissolution.

608.4421  Claims against dissolved limited liability company.

608.4431  Effect of dissolution.

608.444  Distribution of assets upon dissolution.

608.445  Articles of dissolution.

608.446  Filing of articles of dissolution.

608.447  Cancellation of certificate of organization.

608.448  Grounds for administrative dissolution.

608.4481  Procedure for and effect of administrative dissolution.

608.4482  Reinstatement following administrative dissolution.

608.4483  Appeal from denial or reinstatement.

608.449  Grounds for judicial dissolution.

608.4491  Procedure for judicial dissolution.

608.4492  Receivership or custodianship.

608.4493  Decree of dissolution.

608.4494  Deposit with Department of Banking and Finance.

608.4511  Annual report for Department of State.

608.452  Fees of the Department of State.

608.455  Waiver of notice.

608.461  Jurisdiction of the circuit court.

608.462  Parties to actions by or against limited liability company.

608.463  Service of process.

608.471  Tax exemption on income of certain limited liability companies.

608.501  Foreign limited liability company; authority to transact business required.

608.502  Consequences of transacting business without authority.

608.503  Application for certificate of authority.

608.504  Amended certificate of authority.

608.505  Effect of certificate of authority.

608.506  Name of foreign limited liability company.

608.507  Registered office and registered agent of foreign limited liability company.

608.508  Change of registered office and registered agent of foreign limited liability company.

608.509  Resignation of registered agent or foreign limited liability company.

608.5101  Service of process; notice or demand on a foreign limited liability company.

608.511  Withdrawal of foreign limited liability company.

608.512  Grounds for revocation of authority to transact business.

608.513  Procedure for and effect of revocation.

608.5135  Revocation; application for reinstatement.

608.514  Appeal from revocation.

608.401  Short title.--Sections 608.401-608.514 may be cited as the "Florida Limited Liability Company Act."

History.--s. 2, ch. 82-177; s. 4, ch. 93-284.

608.402  Definitions.--As used in this chapter:

(1)  "Bankrupt" means a debtor under the federal bankruptcy law or insolvent under any state insolvency act.

(2)  "Business" means every trade, occupation, or profession.

(3)  "Capital account" means the agreed value of the initial contributions as provided in s. 608.4211, increased by amounts subsequently contributed to capital and reduced by distributions of capital. Unless otherwise provided in the articles of organization or regulations, additional contributions or distributions of capital shall only be upon agreement of all the members. Unless otherwise provided in the articles of organization or the regulations, the capital account of a member shall be adjusted to reflect a default in the payment of any amount previously agreed to be contributed.

(4)  "Conveyance" means any assignment, sale, lease, mortgage, or encumbrance.

(5)  "Court" includes every court and judge having jurisdiction in the action.

(6)  "Entity" includes any corporation or foreign corporation, as such terms are defined in ¹s. 607.01401; unincorporated association; limited liability company; business trust, estate, partnership, trust, or two or more persons having a joint or common economic interest; or state, local, federal, or foreign governments.

(7)  "Individual" includes the estate of an incompetent or deceased individual.

(8)  "Limited liability company" or "company" means a limited liability company organized and existing under this chapter.

(9)  "Managing member" means, with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by its members, a member appointed or elected as a managing member of the limited liability company pursuant to and in accordance with the articles of organization or regulations of the limited liability company.

(10)  "Member" means any person who has an equity interest in a limited liability company represented by a capital account.

(11)  "Person" means an individual or an entity.

(12)  "Real property" means land and any interest or estate in land.

(13)  "Regulations" means written provisions which are adopted for the management and regulation of the affairs of the limited liability company and which set forth the relationships of the members.

(14)  "Relative capital account" means, for a member, a ratio the numerator of which is the capital account of that member and the denominator of which is the total of the capital accounts of all members.

History.--s. 2, ch. 82-177; s. 53, ch. 83-216; s. 5, ch. 93-284.

¹Note.--Substituted by the editors for a reference to s. 607.0140, to conform to the transfer to s. 607.01401 pursuant to s. 137, ch. 90-179.

608.403  Purpose.--A limited liability company may be organized under this chapter for any lawful purpose, except that special statutes for the regulation and control of specific types of business shall control when in conflict herewith.

History.--s. 2, ch. 82-177.

608.404  Powers.--Unless its articles of organization or regulations provide otherwise, each limited liability company organized and existing under this chapter shall have the same powers as an individual to do all things necessary to carry out its business and affairs, including, without limitation, the power to:

(1)  Sue or be sued, or complain or defend, in its name.

(2)  Purchase, take, receive, lease, subscribe for, or otherwise acquire, own, hold, improve, vote, use, or otherwise deal in or with real or personal property, or an interest in real or personal property or any legal or equitable property, wherever located.

(3)  Sell, convey, mortgage, pledge, create a security interest in, lease, exchange, lend, or otherwise dispose of, all or any part of its property or assets.

(4)  Make contracts or guarantees, or incur liabilities; borrow money; issue its notes, bonds, or other obligations; secure any of its obligations by mortgage or pledge of all or any part of its property, franchises, and income; or make contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion, or attainment of the business of a corporation the majority of the outstanding stock of which is owned, directly or indirectly, by the contracting company; a corporation which owns, directly or indirectly, a majority of the outstanding stock of the contracting company; or a corporation the majority of the outstanding stock of which is owned, directly or indirectly, by a corporation which owns, directly or indirectly, the majority of the outstanding stock of the contracting company, which contracts of guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion, or attainment of the business of the contracting company; or make other contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion, or attainment of the business of the contracting company.

(5)  Lend money, invest or reinvest its funds, or receive and hold real or personal property as security for repayment.

(6)  Conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state.

(7)  Elect or appoint managers and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit.

(8)  Make and amend its regulations, not inconsistent with its articles of organization or with the laws of this state, for the administration and regulation of the affairs of the company.

(9)  Make donations to the public welfare or for charitable, scientific, or educational purposes.

(10)  Indemnify a member or manager or any other person as provided in this chapter against expenses actually and reasonably incurred by him or her or it in connection with the defense of an action, suit, or proceeding, whether civil or criminal, in which he or she or it is made a party.

(11)  Cease its activities and surrender its certificate of organization.

(12)  Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the company is organized.

(13)  Transact any lawful business that will aid governmental policy.

(14)  Pay pensions and establish pension plans, pension trusts, profit-sharing plans, and other incentive plans for any or all of its managers and employees.

(15)  Be a promoter, incorporator, partner, member, associate, or manager of any corporation, partnership, limited partnership, limited liability company, joint venture, trust, or other entity.

(16)  Make payments or donations or do any other act not inconsistent with law that furthers the business and affairs of the company.

History.--s. 2, ch. 82-177; s. 54, ch. 83-216; s. 6, ch. 93-284; s. 47, ch. 97-102.

608.405  Formation.--One or more persons may form a limited liability company.

History.--s. 2, ch. 82-177; s. 7, ch. 93-284; s. 12, ch. 98-101.

608.406  Limited liability company name.--

(1)  The words "limited liability company" or "limited company," or their abbreviation "L.L.C." or "L.C.," shall be the last words of the name of every limited liability company formed under the provisions of this chapter.

(2)  The limited liability name may not contain language stating or implying that the limited liability company is organized for a purpose other than that permitted in this act and its articles of organization.

(3)  The limited liability name may not contain language stating or implying that the limited liability company is connected with a state or federal government agency or a corporation chartered under the laws of the United States.

(4)  The limited liability name must be distinguishable upon the records of the Division of Corporations of the Department of State from all other entities or filings, except fictitious name registrations pursuant to s. 865.09, organized or registered under the laws of this state that are on file with the division.

(5)  Omission of the words "limited liability company" or "limited company," or their abbreviation "L.L.C." or "L.C.," in the use of the name of the limited liability company shall render any person who participates in the omission, or knowingly acquiesces in it, liable for any indebtedness, damage, or liability occasioned by the omission.

History.--s. 2, ch. 82-177; s. 8, ch. 93-284; s. 11, ch. 98-101.

608.4062  Foreign limited liability company; registered name; application; renewal; revocation.--

(1)  A foreign limited liability company may register its limited liability company name, or its limited liability company name with any addition required by s. 608.506, if the name otherwise meets the requirements of s. 608.406.

(2)  A foreign limited liability company registers its limited liability company name, or its limited liability company name with any addition required by s. 608.506, by delivering to the Department of State for filing an application:

(a)  Setting forth its limited liability company name, or its limited liability company name with any addition required by s. 608.506, the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged.

(b)  Accompanied by a certificate of existence, a certificate setting forth that such limited liability company is in good standing under the laws of the state or country wherein it is organized, or a document of similar import, from the state or country of organization.

(3)  The name is registered for the applicant's exclusive use upon the effective date of the application and shall be effective until the close of the calendar year in which the application for registration is filed.

(4)  A foreign limited liability company the registration of which is effective may renew it from year to year by annually filing a renewal application which complies with the requirements of subsection (2) between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.

(5)  A foreign limited liability company the registration of which is effective may thereafter qualify as a foreign limited liability company under the registered name or consent in writing to the use of that name by a limited liability company thereafter organized under this chapter or by another foreign limited liability company thereafter authorized to transact business in this state. The registration terminates when the domestic limited liability company is organized or the foreign limited liability company qualifies or consents to the qualification of another foreign limited liability company under the registered name.

(6)  The Department of State may revoke any registration if, after a hearing, it finds that the application thereof or any renewal thereof was not made in good faith.

History.--s. 10, ch. 93-284.

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 one member 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; ss. 3, 13, ch. 98-101.

608.408  Execution of certificate or statement.--

(1)  A certificate or statement required by this chapter to be filed with the Department of State must be executed in the following manner:

(a)  If it is an original certificate of organization, an affidavit, a supplemental affidavit, a certificate of amendment, or a statement of change of registered agent or registered office, it must be signed by a member or by the authorized representative of a member, and by the new registered agent, if applicable; and

(b)  If it is a certificate of dissolution or revocation of dissolution, it must be signed by all members.

(2)  Any person may sign a certificate by an attorney in fact, but a power of attorney to sign a certificate relating to the admission of a member must specifically describe the admission.

(3)  The execution of a certificate by a member constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

History.--s. 2, ch. 82-177; s. 56, ch. 83-216; s. 12, ch. 93-284.

608.4081  Filing requirements.--

(1)  A document must satisfy the requirements of this section and of any other section that adds to or varies these requirements to be entitled to filing by the Department of State.

(2)  This act must require or permit filing the document in the office of the Department of State.

(3)  The document must contain the information required by this act. It may contain other information as well.

(4)  The document must be typewritten or printed and must be legible.

(5)  The document must be in the English language. A limited liability company name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of status required of foreign limited liability companies need not be in English if accompanied by a reasonably authenticated English translation.

(6)  If the Department of State has prescribed a mandatory form for the document, the document must be in or on the prescribed form.

(7)  The document must be delivered to the office of the Department of State for filing, may be accompanied by one exact or conformed copy, and must be accompanied by the correct filing fee and any other tax or penalty required by this act or other law.

History.--s. 13, ch. 93-284.

608.4082  Filing duties of Department of State.--

(1)  The Department of State files a document by stamping or otherwise endorsing "filed," together with the Secretary of State's official title and the date and time of receipt. After filing a document, the Department of State shall deliver an acknowledgment or certified copy to the domestic or foreign limited liability company or its representative.

(2)  If the Department of State refuses to file a document, it shall return it to the domestic or foreign limited liability company or its representative within 15 days after the document was received for filing, together with a brief, written explanation of the reason for refusal.

(3)  The Department of State's duty to file documents under this section is ministerial. The filing or refusing to file a document does not:

(a)  Affect the validity or invalidity of the document in whole or part;

(b)  Relate to the correctness or incorrectness of information contained in the document;

(c)  Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

(4)  If not otherwise provided by law and the provisions of this act, the Department of State shall determine, by rule, the appropriate format for, number of copies of, manner of execution of, method of electronic transmission of, and amount of and method of payment of fees for, any document placed under its jurisdiction.

(5)  If a document is determined by the Department of State to be incomplete and inappropriate for filing, the Department of State may return the document to the person or limited liability company filing it, together with a brief written explanation of the reason for the refusal to file. If the applicant returns the document with corrections in accordance with the rules of the department within 60 days after it was mailed to the applicant by the department and if at the time of return the applicant so requests in writing, the filing date of the document will be the filing date that would have been applied had the original document not been deficient, except as to persons who justifiably relied on the record before correction and were adversely affected thereby.

(6)  Unless otherwise permitted by this act, a delayed effective date for a document may not be later than the 90th day after the date on which it is filed.

History.--s. 14, ch. 93-284.

608.409  Effect of issuance of certificate of organization.--

(1)  Unless a delayed effective date is specified, the limited liability company's existence begins at the date and time when the articles of organization are filed, as evidenced by the Department of State's date and time endorsement on the original document, or on a date specified in the articles of organization, if such date is within 5 business days prior to the date of filing.

(2)  Articles of organization may specify a delayed effective time and date, and if they do, the articles of organization shall become effective at the time and date specified. If a delayed effective date, but no time, is specified, the articles of organization shall become effective at the close of business on that date.

(3)  The Department of State's filing of the articles of organization is conclusive proof that all conditions precedent to organization have been satisfied except in a proceeding by the state to cancel or revoke the organization or to administratively dissolve the organization.

(4)  A limited liability company shall not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization have been filed by the Department of State.

History.--s. 2, ch. 82-177; s. 57, ch. 83-216; s. 15, ch. 93-284.

608.4101  Records to be kept.--

(1)  Each limited liability company shall keep at its registered office the following records:

(a)  A current list of the full names and last known business addresses of all members.

(b)  A copy of the articles of organization and all certificates of amendments thereto, together with executed copies of any powers of attorney pursuant to which any certificate was executed.

(c)  Copies of the limited liability company's federal, state, and local income tax returns and reports, if any, for the 3 most recent years.

(d)  Copies of any then-effective regulations and any financial statements of the limited liability company for the 3 most recent years.

(e)  Unless contained in the articles of organization or the regulations, a writing setting out:

1.  The amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute.

2.  The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made.

3.  Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.

(2)  Records kept under this section are subject to inspection and copying during ordinary business hours at the reasonable request, and at the expense, of any member.

History.--s. 16, ch. 93-284.

608.411  Amendments to or restatements of articles of organization.--

(1)  The articles of organization of a limited liability company are amended by filing a certificate of amendment thereto with the Department of State. The certificate of amendment shall set forth:

(a)  The name of the limited liability company.

(b)  The date of filing of the articles of organization.

(c)  The amendment to the articles of organization.

(2)  Within 30 days after the happening of any of the following events, an amendment to the articles of organization, indicating the occurrence of the event or events, shall be filed:

(a)  There is a change in the name of the limited liability company.

(b)  There is a false or erroneous statement in the articles of organization.

(c)  There is a change in the time as stated in the articles of organization for the dissolution of the limited liability company.

(d)  A time is fixed for the dissolution of the limited liability company, if no time is specified in the articles of organization.

(e)  The members desire to make a change in any other statement in the articles of organization in order for it to accurately represent the agreement between them.

(3)  Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the Department of State.

(4)  A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its articles of organization which are then in effect and operative as a result of there having theretofore been filed with the department one or more certificates or other instruments pursuant to any of the provisions referred to in this section, and it may at the same time further amend its articles of organization by adopting restated articles of organization which meet all the requirements of s. 608.407.

(5)  If the restated articles of organization merely restate and integrate but do not further amend the initial articles of organization as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the provisions of this section, it shall be specifically designated in its heading as the "Restated Articles of Organization," together with such other words as the limited liability company may deem appropriate, and shall be executed as provided in this chapter for articles of organization and filed as provided by this chapter with the department. If the restated articles restate and integrate and also further amend in any respect the articles of organization, as theretofore amended or supplemented, they shall be specifically designated in their heading as the "Amended and Restated Articles of Organization," together with such other words as the limited liability company may deem appropriate, and shall be executed as provided in this chapter for articles of organization and filed as provided by this chapter with the department.

(6)  Restated articles of organization shall state, either in their heading or in an introductory paragraph, the limited liability company's present name, and, if it has been changed, the name under which it was originally filed; the date of filing of its original articles of organization with the department; and the future effective date or time, which shall be a date or time certain, of the restated articles if it is not to be effective upon the filing of the restated articles. Restated articles shall also state that they were duly executed and are being filed in accordance with this section. If the restated articles only restate and integrate and do not further amend the limited liability company's articles of organization as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated articles, they shall state that fact as well.

(7)  Upon the filing of the restated articles of organization with the department, or upon the future effective date or time of restated articles of organization as provided for therein, the initial articles of organization, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated articles of organization, including any further amendment or changes made thereby, shall be the articles of organization of the limited liability company, but the original effective date of formation shall remain unchanged.

(8)  Any amendment or change effected in connection with the restatement and integration of the articles of organization shall be subject to any other provisions of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

History.--s. 2, ch. 82-177; s. 58, ch. 83-216; s. 17, ch. 93-284.

608.412  Supplemental affidavit of capital contributions.--A supplemental affidavit declaring the amount of the capital contributions of the members shall be filed with the Department of State within 30 days after any time when the actual contributions of the members exceed the anticipated amount of capital contributions filed pursuant to this chapter.

History.--s. 18, ch. 93-284.

608.415  Registered office and registered agent.--

(1)  Each limited liability company shall have and continuously maintain in this state:

(a)  A registered office, which may be the same as its place of business; and

(b)  A registered agent, which agent may be either:

1.  An individual who resides in this state whose business office is identical with such registered office.

2.  A corporation or limited liability company authorized to transact business in this state, having a business office identical with such registered office.

(2)  A registered agent or a successor registered agent appointed pursuant to s. 608.416 on whom process may be served shall each file a statement in writing with the Department of State accepting the appointment as registered agent simultaneously with being designated. Such statement or acceptance shall state that the registered agent is familiar with, and accepts, the obligations of that position.

(3)  The Department of State shall maintain an accurate record of the registered agents and registered office for the service of process and shall furnish any information disclosed thereby promptly upon request and payment of the required fee.

(4)  A limited liability company may not maintain any action in any court until the limited liability company complies with the provisions of this section and pays to the Department of State a penalty of $5 for each day it has failed to comply or $500, whichever amount is less, and pays any other amount required under this chapter.

History.--s. 2, ch. 82-177; s. 59, ch. 83-216; s. 19, ch. 93-284.

608.416  Change of registered office or registered agent.--

(1)  A limited liability company may change its registered office or agent upon filing with the Department of State a statement setting forth:

(a)  The name of the limited liability company.

(b)  The street address of its current registered office.

(c)  If the street address of its registered office is to be changed, the street address to which the registered office is to be changed.

(d)  If its current registered agent is to be changed, the name of the new registered agent and the new registered agent's written consent to the appointment, either on the statement or attached to it.

(e)  That such change was authorized by affirmative vote of a majority of the members or as otherwise provided in the articles of organization or the regulations of the limited liability company.

(2)  Any registered agent may resign his or her agency appointment by signing and delivering for filing with the Department of State a statement of resignation and mailing a copy of such statement to the limited liability company at its principal office address shown in its most recently filed document. The agency is terminated and the registered office discontinued, if so provided, on the 31st day after the date on which the statement was filed.

(3)  A registered agent may change the address of the registered office of any limited liability company for which his or hers is the registered agency by notifying the limited liability company in writing of the change, signing, either manually or in facsimile, and delivering to the Department of State for filing a statement that complies with the requirements of paragraphs (1)(a)-(d), and reciting that the limited liability company has been notified of the change.

History.--s. 2, ch. 82-177; s. 60, ch. 83-216; s. 20, ch. 93-284; s. 49, ch. 97-102.

608.4211  Contributions to capital and liability for contribution.--

(1)  The contribution of a member may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

(2)  A promise by a member to contribute to the limited liability company is not enforceable unless it is set out in writing signed by the member.

(3)  Except as provided in the regulations, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if he or she is unable to perform because of his or her death or disability or any other reason. If a member does not make the required contribution of property or services, he or she is obligated, at the option of the limited liability company, to contribute cash equal to that portion of the value, as stated in the records of the limited liability company required to be kept pursuant to this chapter, of the stated contribution that has not been made.

(4)  Unless otherwise provided in the articles of organization or the regulations, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, the creditor of a limited liability company, who extends credit or otherwise acts in reliance upon that obligation after the member has signed a writing that indicates the obligation and before the amendment or cancellation of the writing to indicate the compromise, may enforce the original obligation.

(5)  The regulations of a limited liability company may provide that the interest of any member who fails to make any contribution that he or she is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalties or consequences may take the form of reducing the defaulting member's proportionate interest in the limited liability company, subordinating his or her interest in the limited liability company to that of the nondefaulting members, a forced sale of the defaulting member's limited liability company interest, the forfeiture of the defaulting member's limited liability company interest, the lending by other members of the amount necessary to meet his or her commitment, a fixing of the value of the defaulting member's limited liability company interest by appraisal or by formula and redemption or sale of the defaulting member's limited liability company interest at such value, or other penalties or consequences.

History.--s. 2, ch. 82-177; s. 21, ch. 93-284; s. 50, ch. 97-102.

608.422  Management of limited liability company.--The management of the limited liability company, unless otherwise provided in the articles of organization or the regulations, shall be vested in its members in proportion to their contributions to the capital of the limited liability company, as adjusted from time to time to properly reflect any additional contributions or withdrawals by the members; however, if the articles of organization provide for the management of the limited liability company by a manager or managers, the management of the limited liability company may be vested in a manager or managers who shall be elected annually by the members in the manner prescribed by and provided in the articles of organization or the regulations of the limited liability company. The manager or managers shall also hold the offices and have the responsibilities accorded to them by the members and set out in the articles of organization or the regulations of the limited liability company.

History.--s. 2, ch. 82-177; s. 22, ch. 93-284.

608.4225  General standards for managers and managing members.--

(1)  A manager or managing member shall discharge his or her duties as a manager or managing member, including his or her duties as a member of a committee:

(a)  In good faith.

(b)  With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(c)  In a manner he or she reasonably believes to be in the best interests of the limited liability company.

(2)  In discharging his or her duties, a manager or managing member is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a)  One or more members or employees of the limited liability company whom the manager or managing member reasonably believes to be reliable and competent in the matters presented;

(b)  Legal counsel, public accountants, or other persons as to matters the manager or managing member reasonably believes are within the persons' professional or expert competence; or

(c)  A committee of managers or managing members of which he or she is not a member if the manager or managing member reasonably believes the committee merits confidence.

(3)  In discharging his or her duties, a manager or managing member may consider such factors as he or she deems relevant, including the long-term prospects and interests of the limited liability company and its members, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the limited liability company, the communities and society in which the limited liability company operates, and the economy of the state and the nation.

(4)  A manager or managing member is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

(5)  A manager or managing member is not liable for any action taken as a manager or managing member, or any failure to take any action, if he or she performed the duties of his or her position in compliance with this section.

History.--s. 23, ch. 93-284; s. 51, ch. 97-102.

608.423  Limited liability company regulations.--

(1)  The power to adopt, alter, amend, or repeal the regulations of a limited liability company shall be vested in the members of the company unless vested in the manager or managers of the company by the articles of organization. Regulations adopted by the members or by the manager or managers may be repealed or altered; new regulations may be adopted by the members; and the members may prescribe in any regulations made by them that such regulations may not be altered, amended, or repealed by the manager or managers. The regulations may contain any provisions for the regulation and management of the affairs of the limited liability company not inconsistent with law or the articles of organization.

(2)  Unless the articles of organization or the regulations provide otherwise, if the management of the limited liability company is vested in a manager or managers, the managers may adopt regulations to be effective only in an emergency as defined in subsection (5). The emergency regulations, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the limited liability company during an emergency, including procedures for calling a meeting of the managers and designation of additional or substitute managers.

(3)  All provisions of the regular regulations consistent with the emergency regulations remain effective during the emergency. The emergency regulations are not effective after the emergency ends.

(4)  Actions taken by the limited liability company in good faith in accordance with the emergency regulations have the effect of binding the company and may not be used to impose liability on a manager, employee, or agent of the company.

(5)  An emergency exists for purposes of this section if the limited liability company's managers cannot readily be assembled because of some catastrophic event.

History.--s. 2, ch. 82-177; s. 61, ch. 83-216; s. 24, ch. 93-284.

608.4231  Voting by members and managers.--

(1)  Unless otherwise provided in the articles of organization or the regulations:

(a)  All members of a limited liability company shall be entitled to vote on matters relating to the limited liability company; and

(b)  Each member's vote shall be weighted in proportion to the member's relative capital account; however, if the capital account of each member is negative or zero, each member shall have one vote.

(2)  Unless otherwise provided in the articles of organization or the regulations, any manager who is not a member shall not be entitled to vote on matters relating to the limited liability company.

History.--s. 25, ch. 93-284.

608.4232  Admission of additional members.--Except as otherwise provided in the articles of organization or the regulations, no person may be admitted as a member unless each member consents in writing to the admission of the additional member.

History.--s. 26, ch. 93-284.

608.424  Contracting debts.--Except as otherwise provided in this chapter, the articles of organization, or the regulations, no debt shall be contracted nor contractual liability incurred by or on behalf of a limited liability company, except by:

(1)  One or more of its managers, if management of the limited liability company has been vested by the members in a manager or managers; or

(2)  Any member, if management of the limited liability company is retained by the members.

History.--s. 2, ch. 82-177; s. 27, ch. 93-284.

608.425  Limited liability company property.--

(1)  All property originally contributed to the limited liability company or subsequently acquired by a limited liability company by purchase or otherwise is limited liability company property.

(2)  Unless otherwise provided in the articles of organization or the regulations, property acquired with limited liability company funds is limited liability company property.

(3)  Instruments and documents providing for the acquisition, mortgage, or disposition of property of the limited liability company shall be valid and binding upon the company, if they are executed by the persons authorized in the articles of organization or the regulations to execute such documents on behalf of the limited liability company, or, if the articles of organization or the regulations do not provide for the execution of such documents, one or more managers of a limited liability company having a manager or managers, or one or more members of a limited liability company in which management has been retained in the members.

History.--s. 2, ch. 82-177; s. 62, ch. 83-216; s. 28, ch. 93-284.

608.426  Distribution of property; impairment of capital.--

(1)  The limited liability company may, from time to time, distribute its property to its members in accordance with the provisions contained in the regulations, except that no distribution may be made if after the distribution the limited liability company would not be able to pay its debts as they become due in the usual course of business, or the limited liability company's total assets would be less than the sum of its total liabilities (except liabilities to members on account of their contributions, unless otherwise provided in the articles of organization). If the regulations do not provide for the payment of distributions to members, the distributions, when made, must be allocated on the basis of each member's relative capital account.

(2)  The managers or managing members of a limited liability company may base a determination that a distribution is not prohibited under subsection (1) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. In the case of any distribution based upon such a valuation, each such distribution shall be identified as a distribution based upon a current valuation of assets, and the amount distributed shall be disclosed to the receiving members concurrent with their receipt of the distribution.

(3)  A manager or managing member who votes for or assents to a distribution made in violation of this section, the articles of incorporation, or the regulations, is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without such violation if it is established that he or she did not perform his or her duties in compliance with s. 608.4225. In any proceeding commenced under this section, a manager or managing member has all of the defenses ordinarily available to a manager or managing member.

(4)  A manager or managing member held liable under subsection (3) for an unlawful distribution is entitled to contribution:

(a)  From every other manager or managing member who could be liable under subsection (3) for the unlawful distribution; and

(b)  From each member for the amount the member accepted knowing the distribution was made in violation of this section, the articles of incorporation, or the regulations.

(5)  A proceeding under this section is barred unless it is commenced within 2 years after the date on which the distribution was made. In the case of a distribution in the form of indebtedness, each payment of principal or interest is treated as a distribution.

History.--s. 2, ch. 82-177; s. 40, ch. 83-215; s. 29, ch. 93-284; s. 52, ch. 97-102.

608.4261  Sharing of profits and losses.--The profits and losses of the limited liability company shall be allocated among the members in the manner provided in the articles of organization or the regulations. If the articles of organization or the regulations do not provide for the allocation of profits and losses among members, profits and losses shall be allocated on the basis of each member's relative capital account.

History.--s. 30, ch. 93-284.

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.

608.428  Liability upon return of contribution.--

(1)(a)  If a member receives the return of any part of his or her contribution without violation of the articles of organization, the regulations, or this chapter, he or she is liable to the limited liability company for a period of 1 year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited liability company's liabilities to creditors who extended credit to the limited liability company during the period the contribution was held by the limited liability company.

(b)  If a member receives the return of any part of his or her contribution in violation of the articles of organization, the regulations, or this chapter, he or she is liable to the limited liability company for a period of 6 years thereafter for the amount of the contribution wrongfully returned.

(2)  A member receives a return of his or her contribution to the extent that a distribution to the member reduces his or her share of the fair value of the net assets of the limited liability company below the value, as set forth in the records that the limited liability company is required to keep pursuant to s. 608.4101, of the member's contribution which has not been distributed to him or her.

History.--s. 32, ch. 93-284; s. 54, ch. 97-102.

608.431  Nature of interest of member in limited liability company.--An interest of a member in a limited liability company is personal property.

History.--s. 2, ch. 82-177.

608.432  Transferability of member's interest.--

(1)  Unless otherwise provided in the articles of organization or the regulations:

(a)  A member's interest in a limited liability company is not assignable in whole or in part, unless a majority of the nonassigning members consent to the assignment.

(b)  An assignment of a member's interest in a limited liability company does not dissolve a limited liability company or entitle the assignee to become or to exercise any rights or powers of a member.

(c)  An assignment entitles the assignee to share in the profits and losses of the limited liability company, to receive such distribution or distributions, and to receive such allocation of income, gain, loss deduction, or credit or similar item to which the assignor was entitled, to the extent assigned.

(d)  A member ceases to be a member and ceases to have the power to exercise any rights or powers of a member upon assignment of his or her entire interest in the limited liability company.

(2)  The articles of organization or the regulations may provide that a member's interest in the limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company and may also provide for the assignment or transfer of any limited liability company interest represented by such a certificate and make other provisions with respect to such certificates.

History.--s. 2, ch. 82-177; s. 33, ch. 93-284; s. 55, ch. 97-102.

608.433  Right of assignee to become member.--

(1)  Unless otherwise provided in the articles of organization, an assignee of a limited liability company interest may become a member only if all other members consent.

(2)  An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, the regulations, and this chapter. An assignee who becomes a member also is liable for the obligations of his or her assignor to make and return contributions as provided in ss. 608.4211 and 608.428. However, the assignee is not obligated for liabilities which are unknown to the assignee at the time he or she became a member and which could not be ascertained from the regulations.

(3)  If an assignee of a limited liability company interest becomes a member, the assignor is not released from his or her liability to the limited liability company under ss. 608.4211, 608.426, and 608.4362.

(4)  On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the limited liability company interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the limited liability company interest. This chapter does not deprive any member of the benefit of any exemption laws applicable to his or her limited liability company interest.

History.--s. 34, ch. 93-284; s. 56, ch. 97-102.

608.434  Power of estate of deceased or incompetent member.--If a member who is an individual dies or if a court of competent jurisdiction adjudges a member who is an individual to be incompetent to manage his or her person or property, the member's executor, administrator, guardian, conservator, or other legal representative may exercise all the member's rights for the purpose of settling his or her estate or administering his or her property, including any power the member had to give an assignee the right to become a member. If a member is a corporation, limited liability company, trust, or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor.

History.--s. 35, ch. 93-284; s. 57, ch. 97-102.

608.436  Liability of members and managers.--Neither the members of a limited liability company nor the managers of a limited liability company managed by a manager or managers are liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company, except as provided in this chapter.

History.--s. 2, ch. 82-177; s. 36, ch. 93-284.

608.4362  Liability of managers and managing members.--

(1)  A manager or a managing member shall not be personally liable for monetary damages to the limited liability company or any other person for any statement, vote, decision, or failure to act, regarding management or policy decisions, by a manager or a managing member, unless:

(a)  The manager or managing member breached or failed to perform his or her duties as a manager or managing member; and

(b)  The manager or managing member's breach of, or failure to perform, those duties constitutes any of the following:

1.  A violation of the criminal law, unless the manager or managing member had a reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. A judgment or other final adjudication against a manager or managing member in any criminal proceeding for a violation of the criminal law estops that manager or managing member from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not estop the manager or managing member from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.

2.  A transaction from which the manager or managing member derived an improper personal benefit, either directly or indirectly.

3.  A distribution in violation of s. 608.426.

4.  In a proceeding by or in the right of the limited liability company to procure a judgment in its favor or by or in the right of a member, conscious disregard of the best interest of the limited liability company, or willful misconduct.

5.  In a proceeding by or in the right of someone other than the limited liability company or a member, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

(2)  For the purposes of this section, the term "recklessness" means acting, or failing to act, in conscious disregard of a risk known, or so obvious that it should have been known, to the manager or managing member, and known to the manager or managing member, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or failure to act.

(3)  A manager or managing member is deemed not to have derived an improper personal benefit from any transaction if the transaction and the nature of any personal benefit derived by the manager or managing member are not prohibited by state or federal law or regulations and, without further limitation, the transaction and the nature of any personal benefits derived by a manager or managing member are disclosed or known to the members, and the transaction was authorized, approved, or ratified by majority consent of the members other than the managing member, or the transaction was fair and reasonable to the limited liability company at the time it was authorized by the manager or managing member, notwithstanding that a manager or managing member received a personal benefit.

(4)  The circumstances set forth in subsection (3) are not exclusive and do not preclude the existence of other circumstances under which a manager will be deemed not to have derived an improper benefit.

History.--s. 37, ch. 93-284; s. 58, ch. 97-102.

608.4363  Indemnification of managing members, managers, officers, employees, and agents.--

(1)  A limited liability company shall have power to indemnify any person who was or is a party to any proceeding by reason of the fact that he or she is or was a manager or a managing member of the limited liability company or is or was serving at the request of the limited liability company as a manager, managing member, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the limited liability company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the limited liability company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(2)  A limited liability company shall have power to indemnify any person, who was or is a party to any proceeding by or in the right of the limited liability company to procure a judgment in its favor by reason of the fact that he or she is or was a manager, managing member, officer, employee, or agent of the limited liability company or is or was serving at the request of the limited liability company as a manager, managing member, director, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of a majority of the members, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the limited liability company, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3)  To the extent that any manager, managing member, officer, employee, or agent of a limited liability company has been successful on the merits or otherwise in defense of any proceeding referred to in subsection (1) or subsection (2), or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith.

(4)  Any indemnification under subsection (1) or subsection (2), unless pursuant to a determination by a court, shall be made by the limited liability company only as authorized in the specific case upon a determination that indemnification of the manager, managing member, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsection (1) or subsection (2). Such determination shall be made in one of the following manners:

(a)  By the members by a majority vote.

(b)  By majority vote of a committee duly designated by the members, in which members who are parties may participate, consisting solely of two or more members not at the time parties to the proceeding.

(c)  By independent legal counsel selected by the members prescribed in paragraph (a) or the committee prescribed in paragraph (b).

(5)  Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. However, if the determination of permissibility is made by independent legal counsel, persons specified by paragraph (4)(c) shall evaluate the reasonableness of expenses and may authorize indemnification.

(6)  Expenses incurred by a manager, managing member, officer, or member, in defending a civil or criminal proceeding may be paid by the limited liability company in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such manager, managing member, officer, or member, to repay such amount if he or she is ultimately found not to be entitled to indemnification by the limited liability company pursuant to this section. Expenses incurred by other employees and agents may be paid in advance upon such terms or conditions that the members or managers deem appropriate.

(7)  The indemnification and advancement of expenses provided pursuant to this section are not exclusive, and a limited liability company may make any other expenditure for further indemnification or advancement of expenses of any of its managing members, managers, officers, employees, or agents, under the articles of organization or the regulations, vote of members, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made to or on behalf of any manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute any of the following:

(a)  A violation of the criminal law, unless the managing member, manager, officer, employee, or agent had no reasonable cause to believe his or her conduct was unlawful.

(b)  A transaction from which the managing member, manager, officer, employee, or agent derived an improper personal benefit.

(c)  In the case of a manager or managing member, a circumstance under which the liability provisions of s. 608.426 are applicable.

(d)  Willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

(8)  Indemnification and advancement of expenses as provided in this section shall continue, unless otherwise provided when authorized or ratified, as to a person who has ceased to be a managing member, manager, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person, unless otherwise provided when authorized or ratified.

(9)  Unless the limited liability company's articles of organization or regulations provide otherwise, notwithstanding the failure of a limited liability company to provide indemnification, and despite any contrary determination of the members in the specific case, a managing member, manager, officer, employee, or agent of the limited liability company who is or was a party to a proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to the circuit court, or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice that it considers necessary, may order indemnification and advancement of expenses, including expenses incurred in seeking court-ordered indemnification or advancement of expenses, if it determines that any of the following apply:

(a)  The managing member, manager, officer, employee, or agent is entitled to mandatory indemnification under subsection (3), in which case the court shall also order the limited liability company to pay the person reasonable expenses incurred in obtaining court-ordered indemnification or advancement of expenses.

(b)  The managing member, manager, director, officer, employee, or agent is entitled to indemnification or advancement of expenses, or both, by virtue of the exercise by the limited liability company of its power pursuant to subsection (7).

(c)  The managing member, manager, director, officer, employee, or agent is fairly and reasonably entitled to indemnification or advancement of expenses, or both, in view of all the relevant circumstances, regardless of whether such person met the standard of conduct set forth in subsection (1), subsection (2), or subsection (7).

(10)  For the purposes of this section:

(a)  The term "other enterprises" includes employee benefit plans.

(b)  The term "expenses" includes counsel fees, including those for appeal.

(c)  The term "liability" includes obligations to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to any employee benefit plan, and expenses actually and reasonably incurred with respect to a proceeding.

(d)  The term "proceeding" includes any threatened, pending, or completed action, suit, or other type of proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal.

(e)  The term "agent" includes a volunteer.

(f)  The term "serving at the request of the limited liability company" includes any service as a manager, managing member, officer, employee, or agent of the limited liability company that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries.

(g)  The term "not opposed to the best interest of the limited liability company" describes the actions of a person who acts in good faith and in a manner he or she reasonably believes to be in the best interests of the participants and beneficiaries of an employee benefit plan.

(11)  A limited liability company shall have power to purchase and maintain insurance on behalf of any person who is or was a managing member, manager, officer, employee, or agent of the limited liability company or is or was serving at the request of the limited liability company as a manager, managing member, director, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the limited liability company would have the power to indemnify the person against such liability under the provisions of this section.

History.--s. 38, ch. 93-284; s. 59, ch. 97-102.

608.437  Unauthorized assumption of powers.--All persons who assume to act as a limited liability company without authority to do so shall be jointly and severally liable for all debts and liabilities.

History.--s. 2, ch. 82-177.

608.438  Merger of limited liability company.--

(1)  As used in this section and ss. 608.4381-608.4384, the term "other business entity" includes a corporation, a business trust or association, a real estate investment trust, a common law trust, an unincorporated business, a general partnership, a limited partnership, a limited liability company other than a limited liability company organized under the laws of this chapter, or any other entity that is formed pursuant to the requirements of applicable law.

(2)  Unless otherwise provided in the articles of organization or the regulations of a limited liability company, pursuant to a plan of merger, a limited liability company may merge with or into one or more limited liability companies or other business entities formed, organized, or incorporated under the laws of this state or any other state, the United States, foreign country, or other foreign jurisdiction, if:

(a)  Each limited liability company that is a party to the merger complies with the applicable provisions of this chapter and complies with the terms of its articles of organization and regulations.

(b)  Each domestic partnership that is a party to the merger complies with the applicable provisions of chapter 620.

(c)  Each domestic corporation that is a party to the merger complies with the applicable provisions of chapter 607.

(d)  The merger is permitted by the laws of the state, country, or jurisdiction under which each other business entity that is a party to the merger is formed, organized, or incorporated, and each such other business entity complies with such laws in effecting the merger.

(3)  The plan of merger shall set forth:

(a)  The name of each limited liability company and the name and jurisdiction of formation, organization, or incorporation of each other business entity planning to merge, and the name of the surviving or resulting limited liability company or other business entity into which each other limited liability company or other business entity plans to merge, which is, in this section and in ss. 608.4381-608.4384, designated as the surviving entity.

(b)  The terms and conditions of the merger.

(c)  The manner and basis of converting the interests of the members of each limited liability company that is a party to the merger and the interests, partnership interests, shares, obligations, or other securities of each other business entity that is a party to the merger into interests, partnership interests, shares, obligations, or other securities of the surviving entity or any other limited liability company or other business entity or, in whole or in part, into cash or other property, and the manner and basis of converting rights to acquire interests of each limited liability company that is a party to the merger and rights to acquire interests, partnership interests, shares, obligations, or other securities of each other business entity that is a party to the merger into rights to acquire interests, partnership interests, shares, obligations, or other securities of the surviving entity or any other limited liability company or other business entity or, in whole or in part, into cash or other property.

(d)  If a partnership is to be the surviving entity, the names and business addresses of the general partners of the surviving entity.

(e)  If a limited liability company is to be the surviving entity, and management thereof is vested in one or more managers, the names and business addresses of such managers.

(f)  All statements required to be set forth in the plan of merger by the laws under which each other business entity that is a party to the merger is formed, organized, or incorporated.

(4)  The plan of merger may set forth:

(a)  If a limited liability company is to be the surviving entity, any amendments to, or a restatement of, the articles of organization or the regulations of the surviving entity, and such amendments or restatement shall be effective at the effective date of the merger.

(b)  The effective date of the merger, which may be on or after the date of filing the certificate of merger.

(c)  A provision authorizing one or more of the limited liability companies that are parties to the merger to abandon the proposed merger pursuant to s. 608.4381(7).

(d)  A statement of, or a statement of the method of determining, the "fair value," as defined in s. 608.4384(1)(b), of an interest in any limited liability company that is a party to the merger.

(e)  Other provisions relating to the merger.

History.--s. 5, ch. 98-101.

608.4381  Action on plan of merger.--

(1)  Unless the articles of organization or the regulations of a limited liability company require a greater than majority vote, the plan of merger shall be approved in writing by a majority of the managers of a limited liability company that is a party to the merger in which management is not reserved to its members. Unless the articles of organization or the regulations of a limited liability company require a greater than majority vote or provide for another method of determining the voting rights of each of its members, and whether or not management is reserved to its members, the plan of merger shall be approved in writing by a majority of the members of a limited liability company that is a party to the merger, and, if applicable, the vote of each member shall be weighted in accordance with s. 608.4231(1)(b); provided, unless the articles of organization or the regulations of the limited liability company require a greater than majority vote or provide for another method of determining the voting rights of each of its members, if there is more than one class or group of members, the merger shall be approved by a majority of the members of each such class or group, and, if applicable, the vote of each member shall be weighted in accordance with s. 608.4231(1)(b).

(2)  In addition to the approval required by subsection (1), if the surviving entity is a partnership, no member of a limited liability company that is a party to the merger shall, as a result of the merger, become a general partner of the surviving entity unless such member specifically consents in writing to becoming a general partner of the surviving entity and unless such written consent is obtained from each such member who, as a result of the merger, would become a general partner of the surviving entity, such merger shall not become effective under s. 608.4383. Any member providing such consent in writing shall be deemed to have voted in favor of the plan of merger for purposes of s. 608.4384.

(3)  All members of each limited liability company that is a party to the merger shall be given written notice of any meeting or other action with respect to the approval of a plan of merger as provided in subsection (4), not fewer than 30 or more than 60 days before the date of the meeting at which the plan of merger shall be submitted for approval by the members of such limited liability company; provided, if the plan of merger is submitted to the members of the limited liability company for their written approval or other action without a meeting, such notification shall be given to each member not fewer than 30 or more than 60 days before the effective date of the merger. Pursuant to s. 608.455, the notification required by this subsection may be waived in writing by the person or persons entitled to such notification.

(4)  The notification required by subsection (3) shall be in writing and shall include:

(a)  The date, time, and place of the meeting, if any, at which the plan of merger is to be submitted for approval by the members of the limited liability company, or, if the plan of merger is to be submitted for written approval or by other action without a meeting, a statement to that effect.

(b)  A copy or summary of the plan of merger.

(c)  A clear and concise statement that, if the plan of merger is effected, members dissenting therefrom may be entitled, if they comply with the provisions of s. 608.4384 regarding the rights of dissenting members, to be paid the fair value of their interests, which shall be accompanied by a copy of s. 608.4384.

(d)  A statement of, or a statement of the method of determining, the "fair value," as defined in s. 608.4384(1)(b), of an interest in the limited liability company, in the case of a limited liability company in which management is not reserved to its members, as determined by the managers of such limited liability company, which statement may consist of a reference to the applicable provisions of such limited liability company's articles of organization or regulations that determine the fair value of an interest in the limited liability company for such purposes, and which shall constitute an offer by the limited liability company to purchase at such fair value any interests of a "dissenter," as defined in s. 608.4384(1)(a), unless and until such dissenter's right to receive the fair value of his interests in the limited liability company is terminated pursuant to s. 608.4384(8).

(e)  The date on which such notification was mailed or delivered to the members.

(f)  Any other information concerning the plan of merger.

(5)  The notification required by subsection (3) shall be deemed to be given at the earliest date of:

(a)  The date such notification is received;

(b)  Five days after the date such notification is deposited in the United States mail addressed to the member at his address as it appears in the books and records of the limited liability company, with postage thereon prepaid;

(c)  The date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(d)  The date such notification is given in accordance with the provisions of the articles of organization or the regulations of the limited liability company.

(6)  A plan of merger may provide for the manner, if any, in which the plan of merger may be amended at any time before the effective date of the merger, except after the approval of the plan of merger by the members of a limited liability company that is a party to the merger, the plan of merger may not be amended to:

(a)  Change the amount or kind of interests, partnership interests, shares, obligations, other securities, cash, rights, or any other property to be received by the members of such limited liability company in exchange for or on conversion of their interests;

(b)  If the surviving entity is a limited liability company, change any term of the articles of organization or the regulations of the surviving entity, except for changes that otherwise could be adopted without the approval of the members of the surviving entity;

(c)  If the surviving entity is not a limited liability company, change any term of the articles of incorporation or comparable governing document of the surviving entity, except for changes that otherwise could be adopted by the board of directors or comparable representatives of the surviving entity; or

(d)  Change any of the terms and conditions of the plan of merger if any such change, alone or in the aggregate, would materially and adversely affect the members, or any class or group of members, of such limited liability company.

If an amendment to a plan of merger is made in accordance the plan and articles of merger have been filed with the Department of State, amended articles of merger executed by each limited liability company and other business entity that is a party to the merger shall be filed with the Department of State prior to the effective date of the merger.

(7)  Unless the limited liability company's articles of organization or regulations or the plan of merger provide otherwise, notwithstanding the prior approval of the plan of merger by any limited liability company that is a party to the merger in which management is not reserved to its members, and at any time prior to the filing of articles of merger with the Department of State, the planned merger may be abandoned, subject to any contractual rights, by any such limited liability company by the affirmative vote of a majority of its managers without further action by its members, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the managers of such limited liability company.

History.--s. 5, ch. 98-101.

608.4382  Articles of merger.--

(1)  After a plan of merger is approved by each limited liability company and other business entity that is a party to the merger, the surviving entity shall deliver to the Department of State for filing articles of merger, which shall be executed by each limited liability company and by each other business entity as required by applicable law, and which shall set forth:

(a)  The plan of merger.

(b)  A statement that the plan of merger was approved by each limited liability company that is a party to the merger in accordance with the applicable provisions of this chapter, and, if applicable, a statement that the written consent of each member of such limited liability company who, as a result of the merger, becomes a general partner of the surviving entity has been obtained pursuant to s. 608.4381(2).

(c)  A statement that the plan of merger was approved by each domestic partnership that is a party to the merger in accordance with the applicable provisions of chapter 620.

(d)  A statement that the plan of merger was approved by each domestic corporation that is a party to the merger in accordance with the applicable provisions of chapter 607.

(e)  A statement that the plan of merger was approved by each other business entity that is a party to the merger, other than limited liability companies, partnerships, and corporations formed, organized, or incorporated under the laws of this state, in accordance with the applicable laws of the state, country, or jurisdiction under which such other business entity is formed, organized, or incorporated.

(f)  The effective date of the merger, which may be on or after the date of filing the articles of merger; provided, if the articles of merger do not provide for an effective date of the merger, the effective date shall be the date on which the articles of merger are filed.

(g)  If the surviving entity is another business entity formed, organized, or incorporated under the laws of any state, country, or jurisdiction other than this state:

1.  The address, including street and number, if any, of its principal office under the laws of the state, country, or jurisdiction in which it was formed, organized, or incorporated.

2.  A statement that the surviving entity is deemed to have appointed the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting members of each limited liability company that is a party to the merger.

3.  A statement that the surviving entity has agreed to promptly pay to the dissenting members of each limited liability company that is a party to the merger the amount, if any, to which such dissenting members are entitled under s. 608.4384.

(2)  A copy of the articles of merger, certified by the Department of State, may be filed in the office of the official who is the recording officer of each county in this state in which real property of a party to the merger other than the surviving entity is situated.

History.--s. 5, ch. 98-101.

608.4383  Effect of merger.--When a merger becomes effective:

(1)  Every limited liability company and other business entity that is a party to the merger merges into the surviving entity and the separate existence of every limited liability company and other business entity that is a party to the merger, except the surviving entity, ceases.

(2)  The title to all property other than real property or any interest therein, owned by each domestic corporation and other business entity that is a party to the merger is vested in the surviving entity without reversion or impairment. Title to real property or any interest therein shall be conveyed by the recordation of a deed with payment of applicable taxes thereon.

(3)  The surviving entity shall thereafter be responsible and liable for all the liabilities and obligations of each limited liability company and other business entity that is a party to the merger, including liabilities arising out of the rights of dissenters with respect to such merger under applicable law.

(4)  Any claim existing or action or proceeding pending by or against any limited liability company or other business entity that is a party to the merger may be continued as if the merger did not occur or the surviving entity may be substituted in the proceeding for the limited liability company or other business entity which ceased existence.

(5)  Neither the rights of creditors nor any liens upon the property of any limited liability company or other business entity shall be impaired by such merger.

(6)  If a limited liability company is the surviving entity, the articles of organization and the regulations of such limited liability company in effect immediately prior to the time the merger becomes effective shall be the articles of organization and the regulations of the surviving entity, except as amended or restated to the extent provided in the plan of merger.

(7)  The interests, partnership interests, shares, obligations, or other securities, and the rights to acquire interests, partnership interests, shares, obligations, or other securities, of each limited liability company and other business entity that is a party to the merger shall be converted into interests, partnership interests, shares, obligations, or other securities, or rights to such securities, of the surviving entity or any other limited liability company or other business entity or, in whole or in part, into cash or other property as provided in the plan of merger, and the former holders of interests, partnership interests, shares, obligations, or other securities, or rights to such securities, shall be entitled only to the rights provided in the plan of merger and to their rights as dissenters, if any, under s. 608.4384, ss. 607.1301-607.1320, s. 620.205, or other applicable law.

History.--s. 5, ch. 98-101.

608.4384  Rights of dissenting members.--

(1)  For purposes of this section, the term:

(a)  "Dissenter" means a member of a limited liability company who is a recordholder of the interests to which he seeks relief as of the date fixed for the determination of members entitled to notice of a plan of merger, who does not vote such interests in favor of the plan of merger, and who exercises the right to dissent from the plan of merger when and in the manner required by this section.

(b)  "Fair value," with respect to a dissenter's interests, means the value of the interests in the limited liability company that is a party to a plan of merger as of the close of business of the day prior to the effective date of the merger to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the merger, unless such exclusion would be inequitable.

(2)  Each member of a limited liability company that is a party to a merger shall have the right to be paid the fair value of his interests as a dissenter only as provided in this section.

(3)  Not later than 20 days after the date on which the notification required by s. 608.4381(3) is given to the members, or if such notification is waived in writing by the dissenter, not later than 20 days after the date of such written waiver, the dissenter shall deliver to the limited liability company a written demand for payment to him of the fair value of the interests as to which he seeks relief that states his address, the number and class, if any, of those interests, and, at the election of the dissenter, the amount claimed by him as the fair value of the interests. The statement of fair market value by the dissenter, if any, shall constitute an offer by the dissenter to sell the interests to the limited liability company at such amount. A dissenter may dissent as to less than all the interests registered in his name. In such event, the dissenter's rights shall be determined as if the interests as to which he has dissented and his remaining interests were registered in the names of different members. If the interests as to which a dissenter seeks relief are represented by certificates, the dissenter shall deposit such certificates with the limited liability company simultaneously with the delivery of the written demand for payment. Upon receiving a demand for payment from a dissenter who is a recordholder of uncertificated interests, the limited liability company shall make an appropriate notation of the demand for payment in its records. The limited liability company may restrict the transfer of uncertificated interests from the date the dissenter's written demand for payment is delivered. A written demand for payment served on the limited liability company in which the dissenter is a member shall constitute service on the surviving entity.

(4)  The written demand for payment required by subsection (3) shall be deemed to be delivered to the limited liability company at the earliest of:

(a)  The date such written demand is received;

(b)  Five days after the date such written demand is deposited in the United States mail addressed to the principal business office of the limited liability company, with postage thereon prepaid;

(c)  The date shown on the return receipt, if such written demand is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(d)  The date such written demand is given in accordance with the provisions of the limited liability company's articles of organization or regulations.

(5)  Unless the articles of organization or regulations of the limited liability company in which the dissenter is a member provide a basis or method for determining and paying the fair value of the interests as to which the dissenter seeks relief, or unless the limited liability company or the surviving entity and the dissenter have agreed in writing as to the fair value of the interests as to which the dissenter seeks relief, the dissenter, the limited liability company, or the surviving entity, within 90 days after the dissenter delivers the written demand for payment to the limited liability company, may file an action in any court of competent jurisdiction in the county in this state where the registered office of the limited liability company is located or was located when the plan of merger was approved by its members, or in the county in this state in which the principal office of the limited liability company that issued the interests is located or was located when the plan of merger was approved by its partners, requesting that the fair value of the dissenter's interests be determined. The court shall also determine whether each dissenter that is a party to such proceeding, as to whom the limited liability company or the surviving entity requests the court to make such determination, is entitled to receive payment of the fair value for his interests. Other dissenters, within the 90-day period after a dissenter delivers a written demand to the limited liability company, may join such proceeding as plaintiffs or may be joined in any such proceeding as defendants, and any two or more such proceedings may be consolidated. If the limited liability company or surviving entity commences such a proceeding, all dissenters, whether or not residents of this state, other than dissenters who have agreed in writing with the limited liability company or the surviving entity as to the fair value of the interests as to which such dissenters seek relief, shall be made parties to such action as an action against their interests. The limited liability company or the surviving entity shall serve a copy of the initial pleading in such proceeding upon each dissenter who is a party to such proceeding and who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each such dissenter who is not a resident of this state either by registered or certified mail and publication or in such matter as is permitted by law. The jurisdiction of the court in such a proceeding shall be plenary and exclusive. All dissenters who are proper parties to the proceeding are entitled to judgment against the limited liability company or the surviving entity for the amount of the fair value of their interests as to which payment is sought hereunder. The court may, if it so elects, appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have such power and authority as is specified in the order of their appointment or an amendment thereof. The limited liability company shall pay each dissenter the amount found to be due him within 10 days after final determination of the proceedings. Upon payment of the judgment, the dissenter shall cease to have any interest in the interests as to which payment is sought hereunder.

(6)  The judgment may, at the discretion of the court, include a fair rate of interest, to be determined by the court.

(7)  The costs and expenses of any such proceeding shall be determined by the court and shall be assessed against the limited liability company or the surviving entity, but all or any part of such costs and expenses may be apportioned and assessed as the court deems equitable against any or all of the dissenters who are parties to the proceeding, to whom the limited liability company or the surviving entity has made an offer to pay for the interests, if the court finds that the action of such dissenters in failing to accept such offer was arbitrary, vexatious, or not in good faith. Such expenses shall include reasonable compensation for, and reasonable expenses of, the appraisers, but shall exclude the fees and expenses of counsel for, and experts employed by, any party. If the fair value of the interests, as determined, materially exceeds the amount which the limited liability company or the surviving entity offered to pay therefor, the court in its discretion may award to any dissenter who is a party to the proceeding such amount as the court determines to be reasonable compensation to any attorney or expert employed by the dissenter in the proceeding.

(8)  The right of a dissenter to receive fair value for and the obligation to sell such interests as to which he seeks relief, and the right of the limited liability company or the surviving entity to purchase such interests and the obligation to pay the fair value of such interests, shall terminate if:

(a)  The dissenter has not complied with this section, unless the limited liability company or the surviving entity waives, in writing, such noncompliance;

(b)  The limited liability company abandons the merger or is finally enjoined or prevented from carrying it out, or the members rescind their adoption or approval of the merger;

(c)  The dissenter withdraws his demand, with the consent of the limited liability company or the surviving entity; or

(d)1.  The articles of organization or the regulations of the limited liability company in which the dissenter was a member does not provide a basis or method for determining and paying the dissenter the fair value of his interests.

2.  The limited liability company or the surviving entity and the dissenter have not agreed upon the fair value of the dissenter's interests.

3.  Neither the dissenter, the limited liability company, nor the surviving entity has filed or is joined in a complaint under subsection (5) within the 90-day period provided in subsection (5).

(9)  Unless otherwise provided in the articles of organization or the regulations of the limited liability company in which the dissenter was a member, after the date the dissenter delivers the written demand for payment in accordance with subsection (3) until either the termination of the rights and obligations arising under subsection (3) or the purchase of the dissenter's interests by the limited liability company or the surviving entity, the dissenter shall be entitled only to payment as provided in this section and shall not be entitled to any other rights accruing from such interests, including voting or distribution rights. If the right to receive fair value is terminated other than by the purchase of the dissenter's interests by the limited liability company or the surviving entity, all rights of the dissenter as a member of the limited liability company shall be reinstated effective as of the date the dissenter delivered the written demand for payment, including the right to receive any intervening payment or other distribution with respect to the dissenter's interests in the limited liability company, or, if any such rights have expired or any such distribution other than a cash payment has been completed, in lieu thereof at the election of the surviving entity, the fair value thereof in cash as determined by the surviving entity as of the time of such expiration or completion, but without prejudice otherwise to any action or proceeding of the limited liability company that may have been taken by the limited liability company on or after the date the dissenter delivered the written demand for payment.

(10)  A member who is entitled under this section to demand payment for his interests shall not have any right at law or in equity to challenge the validity of any merger that creates his entitlement to demand payment hereunder, or to have the merger set aside or rescinded, except with respect to compliance with the provisions of the limited liability company's articles of organization or regulations or if the merger is unlawful or fraudulent with respect to such member.

(11)  Unless otherwise provided in the articles of organization or the regulations of the limited liability company in which the dissenter was a member, this section does not apply with respect to a plan of merger if, as of the date fixed for the determination of members entitled to notice of a plan of merger:

(a)  The interests of the limited liability company were held of record by not fewer than 500 members; or

(b)  The interests were registered on a national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System.

History.--s. 5, ch. 98-101.

608.441  Dissolution.--

(1)  A limited liability company organized under this chapter shall be dissolved upon the occurrence of any of the following events:

(a)  When the period fixed for the duration of the limited liability company expires.

(b)  By the unanimous written agreement of all members.

(c)  Upon the death, bankruptcy, or dissolution of a member or upon the occurrence of any other event which terminates the continued membership of a member in the limited liability company, unless the business of the limited liability company is continued by the consent of all the remaining members or under a right to continue stated in the articles of organization of the limited liability company.

(d)  When a limited liability company has fewer than two members.

(2)  On application by or for a member, the circuit court may order dissolution of a limited liability company if it is not reasonably practicable to carry on the business of the limited liability company in conformity with the articles of organization or the regulations.

(3)  Following the occurrence of any of the events specified in this section, the limited liability company shall deliver articles of dissolution to the Department of State for filing.

History.--s. 2, ch. 82-177; s. 64, ch. 83-216; s. 39, ch. 93-284.

608.4411  Revocation of dissolution.--

(1)  A limited liability company may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of the articles of dissolution.

(2)  Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized.

(3)  After revocation of dissolution is authorized, the limited liability company may revoke the dissolution by delivering articles of revocation of dissolution to the Department of State for filing, together with a copy of its articles of dissolution, that set forth:

(a)  The name of the limited liability company.

(b)  The effective date of the dissolution that was revoked.

(c)  The date that the revocation of dissolution was authorized.

(4)  Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(5)  When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the limited liability company resumes carrying on its business as if dissolution never occurred.

History.--s. 40, ch. 93-284.

608.4421  Claims against dissolved limited liability company.--

(1)  A dissolved limited liability company may dispose of the known claims against it by following the procedures described in subsections (2), (3), and (4).

(2)  The dissolved limited liability company shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:

(a)  Provide a reasonable description of the claim that the claimant may be entitled to assert.

(b)  State whether the claim is admitted or not admitted, in whole or in part, and, if admitted:

1.  The amount that is admitted, which may be as of a given date.

2.  Any interest obligation if fixed by an instrument of indebtedness.

(c)  Provide a mailing address where a claim may be sent.

(d)  State the deadline, which may not be fewer than 120 days after the effective date of the written notice, by which confirmation of the claim must be delivered to the dissolved limited liability company.

(e)  State that the limited liability company may make distributions thereafter to other claimants and its members or former members without further notice.

(3)  A dissolved limited liability company may reject, in whole or in part, any claim made by a claimant pursuant to this subsection by mailing written notice of such rejection to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of 3 years following the effective date of dissolution. A notice sent by the limited liability company pursuant to this subsection shall be accompanied by a copy of this section.

(4)  A dissolved limited liability company electing to follow the procedures described in subsections (2) and (3) shall also give notice of the dissolution of the limited liability company to persons with claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of such notice. Such notice shall be in substantially the form, and sent in the same manner, as described in subsection (2).

(5)  A dissolved limited liability company shall offer any claimant whose claim is contingent, conditional, or unmatured such security as the limited liability company determines is sufficient to provide compensation to the claimant if the claim matures. The dissolved limited liability company shall deliver such offer to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before expiration of 3 years following the effective date of dissolution. If the claimant offered such security does not deliver in writing to the dissolved limited liability company a notice rejecting the offer within 120 days after receipt of such offer for security, the claimant is deemed to have accepted such security as the sole source from which to satisfy his or her claim against the limited liability company.

(6)  A dissolved limited liability company which has given notice in accordance with subsections (2) and (4) shall petition the circuit court in the county where the limited liability company's principal office is located or was located at the effective date of dissolution to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to subsection (5).

(7)  A dissolved limited liability company which has given notice in accordance with subsection (2) shall petition the circuit court in the county where the limited liability company's principal office is located or was located at the effective date of dissolution to determine the amount and form of security which will be sufficient to provide compensation to claimants whose claims are known to the limited liability company but whose identities are unknown. The court shall appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.

(8)  The giving of any notice or making of any offer pursuant to the provisions of this section shall not revive any claim then barred or constitute acknowledgment by the dissolved limited liability company that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.

(9)  A dissolved limited liability company which has followed the procedures described in subsections (2)-(7):

(a)  Shall pay the claims admitted or made and not rejected in accordance with subsection (3).

(b)  Shall post the security offered and not rejected pursuant to subsection (5).

(c)  Shall post any security ordered by the circuit court in any proceeding under subsections (6) and (7).

(d)  Shall pay or make provision for all other obligations of the limited liability company.

Such claims or obligations shall be paid in full, and any such provision for payments shall be made in full if there are sufficient funds. If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed pursuant to s. 608.444; however, such distribution may not be made before the expiration of 150 days from the date of the last notice of rejections given pursuant to subsection (3).

(10)  A dissolved limited liability company which has not followed the procedures described in subsections (2) and (3) shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims known to the limited liability company and all claims which are known to the dissolved limited liability company but for which the identity of the claimant is unknown. Such claims shall be paid in full, and any such provision for payment made shall be made in full if there are sufficient funds. If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed pursuant to s. 608.444.

(11)  A member of a dissolved limited liability company, the assets of which were distributed pursuant to subsection (9) or subsection (10) is not liable for any claim against the limited liability company in an amount in excess of such member's pro rata share of the claim or the amount distributed to the member, whichever is less.

(12)  A member of a dissolved limited liability company, the assets of which were distributed pursuant to subsection (9) is not liable for any claim against the limited liability company on which a proceeding is not begun prior to the expiration of 3 years following the effective date of dissolution.

(13)  The aggregate liability of any member of a dissolved limited liability company for claims against the dissolved limited liability company may not exceed the amount distributed to the member in dissolution.

History.--s. 41, ch. 93-284; s. 60, ch. 97-102.

608.4431  Effect of dissolution.--

(1)  A dissolved limited liability company continues its existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(a)  Collecting its assets.

(b)  Disposing of its properties that will not be distributed in kind to its members.

(c)  Discharging or making provision for discharging its liabilities.

(d)  Distributing its assets in accordance with s. 608.444.

(e)  Doing every other act necessary to wind up and liquidate its business and affairs.

(2)  Dissolution of a limited liability company does not:

(a)  Transfer title to the limited liability company assets.

(b)  Prevent commencement of a proceeding by or against the limited liability company in its name.

(c)  Abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution.

(d)  Terminate the authority of the registered agent of the limited liability company.

(3)  The name of the dissolved limited liability company shall not be available for assumption or use by another limited liability company until 120 days after the effective date of dissolution.

History.--s. 42, ch. 93-284.

608.444  Distribution of assets upon dissolution.--In settling accounts after dissolution of a limited liability company, the assets of the limited liability company must be distributed in the following order:

(1)  To creditors, including members who are creditors, to the extent permitted by law in satisfaction of liabilities of the limited liability company, whether by payment or establishment of reserves, other than liabilities for distributions to members under s. 608.426 or s. 608.427.

(2)  Except as provided in the regulations, to members and former members in satisfaction of liabilities for distributions under s. 608.426 or s. 608.427.

(3)  Except as provided in the articles of organization or the regulations, to members in proportion to their respective capital accounts.

History.--s. 2, ch. 82-177; s. 43, ch. 93-284.

608.445  Articles of dissolution.--The articles of dissolution shall set forth:

(1)  The name of the limited liability company.

(2)  The effective date of the limited liability company's dissolution.

(3)  A description of the occurrence that resulted in the limited liability company's dissolution pursuant to s. 608.441.

(4)  The fact that all debts, obligations, and liabilities of the limited liability company have been paid or discharged, or that adequate provision has been made therefor pursuant to s. 608.4421.

(5)  The fact that all the remaining property and assets have been distributed among its members in accordance with their respective rights and interests.

(6)  The fact that there are no suits pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.

History.--s. 2, ch. 82-177; s. 67, ch. 83-216; s. 44, ch. 93-284.

608.446  Filing of articles of dissolution.--

(1)  The articles of dissolution of the limited liability company shall be delivered to the Department of State. If the Department of State finds that such articles of dissolution conform to law, it shall, when all fees and license taxes have been paid as prescribed in this chapter, file the articles of dissolution.

(2)  The certificate of dissolution shall be returned to the representative of the dissolved limited liability company. Upon the issuance of such certificate of dissolution, the existence of the company shall cease, except for the purpose of suits, other proceedings, and appropriate action as provided in this chapter. The manager or managers in office at the time of dissolution, or the survivors of them, or, if none, the members, shall thereafter be trustees for the members and creditors of the dissolved limited liability company; and as such the trustees shall have authority to distribute any company property discovered after dissolution, to convey real estate, and to take such other action as may be necessary on behalf of and in the name of such dissolved limited liability company.

History.--s. 2, ch. 82-177; s. 68, ch. 83-216; s. 45, ch. 93-284.

608.447  Cancellation of certificate of organization.--The certificate of organization of a limited liability company shall be canceled by the Department of State upon issuance of the certificate of dissolution.

History.--s. 2, ch. 82-177; s. 69, ch. 83-216.

608.448  Grounds for administrative dissolution.--

(1)  The Department of State may commence a proceeding under s. 608.4481 to administratively dissolve a limited liability company if:

(a)  The limited liability company has failed to file its annual report or pay the annual report filing fee within the time required by this chapter.

(b)  The limited liability company is without a registered agent or registered office in this state for 30 days or more.

(c)  The limited liability company does not notify the Department of State within 30 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.

(d)  The limited liability company has failed to answer truthfully and fully, within the time prescribed by this chapter, interrogatories propounded by the Department of State.

(e)  The limited liability company's period of duration has expired.

(2)  The enumeration in subsection (1) of grounds for administrative dissolution shall not exclude actions or special proceedings by the Department of Legal Affairs or any state officials for the annulment or dissolution of a limited liability company for other causes as provided in any other law of this state.

History.--s. 2, ch. 82-177; s. 46, ch. 93-284.

608.4481  Procedure for and effect of administrative dissolution.--

(1)  If the Department of State determines that one or more grounds exist under s. 608.448 for dissolving a limited liability company, it shall serve the limited liability company with written notice of its determination, stating the grounds therefor.

(2)  If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the department does not exist within 60 days after issuance of the notice, the department shall administratively dissolve the limited liability company by issuing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date.

(3)  A limited liability company administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under s. 608.4431 and notify claimants under s. 608.4421.

(4)  A manager or member of a limited liability company dissolved pursuant to this section, purporting to act on behalf of the limited liability company, is personally liable for the debts, obligations, and liabilities of the limited liability company arising from such action and incurred subsequent to the limited liability company's administrative dissolution only if he or she has actual notice of the administrative dissolution at the time such action is taken; but such liability shall be terminated upon the ratification of such action by the limited liability company's members subsequent to the reinstatement of the limited liability company under s. 608.4482.

(5)  The administrative dissolution of a limited liability company does not terminate the authority of its registered agent.

History.--s. 47, ch. 93-284; s. 61, ch. 97-102.

608.4482  Reinstatement following administrative dissolution.--

(1)(a)  A limited liability company administratively dissolved under s. 608.4481 may apply to the Department of State for reinstatement at any time after the effective date of dissolution. The application shall:

1.  Recite the name of the limited liability company and the effective date of its administrative dissolution.

2.  State that the ground or grounds for dissolution either did not exist or have been eliminated and that no further grounds currently exist for dissolution.

3.  State that the limited liability company's name satisfies the requirements of s. 608.406.

4.  State that all fees owed by the limited liability company and computed at the rate provided by law at the time the limited liability company applies for reinstatement have been paid.

(b)  As an alternative to the procedures of paragraph (a), an administratively dissolved limited liability company may submit a current annual report, signed by the registered agent, which substantially complies with the requirements of paragraph (a).

(2)  If the Department of State determines that the application contains the information required by subsection (1) and that the information is correct, it shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites its determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited liability company.

(3)  When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred.

(4)  The name of the dissolved limited liability company shall not be available for assumption or use by another limited liability company until 1 year after the effective date of dissolution unless the dissolved limited liability company provides the Department of State with an affidavit executed as required by s. 608.408 permitting the immediate assumption or use of the name by another limited liability company.

History.--s. 48, ch. 93-284.

608.4483  Appeal from denial or reinstatement.--

(1)  If the Department of State denies a limited liability company's application for reinstatement following administrative dissolution, it shall serve the limited liability company with a written notice that explains the reason or reasons for denial.

(2)  After exhaustion of administrative remedies, the limited liability company may appeal the denial of reinstatement to the appropriate court as provided in s. 120.68 within 30 days after service of the notice of denial is perfected. The limited liability company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Department of State's certificate of dissolution, the limited liability company's application for reinstatement, and the department's notice of denial.

(3)  The court may summarily order the Department of State to reinstate the dissolved limited liability company or may take other action the court considers appropriate.

(4)  The court's final decision may be appealed as in other civil proceedings.

History.--s. 49, ch. 93-284; s. 265, ch. 96-410.

608.449  Grounds for judicial dissolution.--A circuit court may dissolve a limited liability company:

(1)(a)  In a proceeding by the Department of Legal Affairs if it is established that:

1.  The limited liability company obtained its articles of organization through fraud; or

2.  The limited liability company has continued to exceed or abuse the authority conferred upon it by law.

(b)  The enumeration in paragraph (a) of grounds for involuntary dissolution does not exclude actions or special proceedings by the Department of Legal Affairs or any state official for the annulment or dissolution of a limited liability company for other causes as provided in any other law of this state.

(2)  In a proceeding by a member if it is established that:

(a)  The managers are deadlocked in the management of the limited liability company affairs, the members are unable to break the deadlock, and irreparable injury to the limited liability company is threatened or being suffered; or

(b)  The limited liability company's assets are being misappointed or wasted.

(3)  In a proceeding by a creditor if it is established that:

(a)  The creditor's claim has been reduced to judgment, the execution on that judgment returned unsatisfied, and the limited liability company is insolvent; or

(b)  The limited liability company has admitted in writing that the creditor's claim is due and owing and the limited liability company is insolvent.

(4)  In a proceeding by the limited liability company to have its voluntary dissolution continued under court supervision.

History.--s. 2, ch. 82-177; s. 50, ch. 93-284.

608.4491  Procedure for judicial dissolution.--

(1)  Venue for a proceeding brought under s. 608.449 lies in the circuit court of the county where the limited liability company's principal office is or was last located, as shown by the records of the Department of State, or, if none in this state, where its registered office is or was last located.

(2)  It is not necessary to make members parties to a proceeding to dissolve a limited liability company unless relief is sought against them individually.

(3)  A court in a proceeding brought to dissolve a limited liability company may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the limited liability company's assets wherever located, and carry on the business of the limited liability company until a full hearing can be held.

History.--s. 51, ch. 93-284.

608.4492  Receivership or custodianship.--

(1)  A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the limited liability company. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the limited liability company and all of its property wherever located.

(2)  The court may appoint a person authorized to act as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(3)  The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(a)  The receiver:

1.  May dispose of all or any part of the assets of the limited liability company wherever located, at a public or private sale, if authorized by the court.

2.  May sue and defend in his or her own name as receiver of the limited liability company in all courts of this state.

(b)  The custodian may exercise all of the powers of the limited liability company, through or in place of its managers or members, to the extent necessary to manage the affairs of the limited liability company in the best interests of its members and creditors.

(4)  The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the limited liability company and its members and creditors.

(5)  The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his or her counsel from the assets of the limited liability company or proceeds from the sale of assets.

(6)  The court has jurisdiction to appoint an ancillary receiver for the assets and business of a limited liability company. The ancillary receiver shall serve ancillary to a receiver located in any other state, whenever the court deems that circumstances exist requiring the appointment of such a receiver. The court may appoint such an ancillary receiver for a foreign limited liability company even though no receiver has been appointed elsewhere. Such receivership shall be converted into an ancillary receivership when an order entered by a court of competent jurisdiction in the other state provides for a receivership of the limited liability company.

History.--s. 52, ch. 93-284; s. 62, ch. 97-102.

608.4493  Decree of dissolution.--

(1)  If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 608.449 exist, it may enter a decree dissolving the limited liability company and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Department of State, which shall file it.

(2)  After entering the decree of dissolution, the court shall direct the winding up and liquidation of the limited liability company's business and affairs in accordance with s. 608.4431 and the notification of claimants in accordance with s. 608.4421, subject to the provisions of subsection (3).

(3)  In a proceeding for judicial dissolution, the court may require all creditors of the limited liability company to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall not be less than 4 months from the date of the order, as the last day for filing of claims. The court shall prescribe the deadline for filing claims that shall be given to creditors and claimants. Prior to the date so fixed, the court may extend the time for the filing of claims by court order. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the limited liability company. Nothing in this section affects the enforceability of any recorded mortgage or lien or the perfected security interest or rights of a person in possession of real or personal property.

History.--s. 53, ch. 93-284.

608.4494  Deposit with Department of Banking and Finance.--Assets of a dissolved limited liability company that should be transferred to a creditor, claimant, or member of the limited liability company who cannot be found or who is not competent to receive them shall be deposited, within 6 months from the date fixed for the payment of the final liquidating distribution, with the Department of Banking and Finance, where such assets shall be held as abandoned property. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount or assets deposited, the Department of Banking and Finance shall pay him or her or his or her representative that amount or those assets.

History.--s. 54, ch. 93-284; s. 63, ch. 97-102.

608.4511  Annual report for Department of State.--

(1)  Each domestic limited liability company and each foreign limited liability company authorized to transact business in this state shall deliver to the Department of State for filing a sworn annual report on such forms as the Department of State prescribes that sets forth:

(a)  The name of the limited liability company and the state or country under the law of which it is organized.

(b)  The date of organization or, if a foreign limited liability company, the date on which it was admitted to do business in this state.

(c)  The street address and the mailing address of its principal office.

(d)  The limited liability company's federal employer identification number or, if none, whether one has been applied for.

(e)  The names and business street address of its managing members and managers.

(f)  The street address of its registered office and the name of its registered agent at that office in this state.

(g)  Such additional information as may be necessary or appropriate to enable the Department of State to carry out the provisions of this chapter.

(2)  Proof to the satisfaction of the Department of State that on or before May 1 such report was deposited in the United States mail in a sealed envelope, properly addressed with postage prepaid, shall be deemed timely compliance with this requirement.

(3)  If an annual report does not contain the information required by this section, the Department of State shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Department of State within 30 days after the effective date of notice, it is deemed to be timely filed.

(4)  Each report shall be executed by the limited liability company by a managing member or manager or, if the limited liability company is in the hands of a receiver or trustee, shall be executed on behalf of the limited liability company by such receiver or trustee, and the signing thereof shall have the same legal effect as if made under oath, without the necessity of appending such oath thereto.

(5)  The first annual report shall be delivered to the Department of State between January 1 and May 1 of the year following the calendar year in which a domestic limited liability company was organized or a foreign limited liability company was authorized to transact business. Subsequent annual reports shall be delivered to the Department of State between January 1 and May 1 of the subsequent calendar years.

(6)  Information in the annual report shall be current as of the date the annual report is executed on behalf of the limited liability company.

(7)  Any limited liability company failing to file an annual report which complies with the requirements of this section shall not be permitted to maintain or defend any action in any court of this state until such report is filed and all fees, penalties, and taxes due under this chapter are paid and shall be subject to dissolution or cancellation of its certificate of authority to do business as provided in this chapter.

History.--s. 55, ch. 93-284.

608.452  Fees of the Department of State.--The fees of the Department of State under this chapter are as follows:

(1)  For furnishing a certified copy, $52.50.

(2)  For filing original articles of organization or articles of revocation of dissolution, $250.

(3)  For filing a supplemental affidavit declaring the amount of capital contributions of the members when there is an increase in capital contribution beyond the anticipated amount, $250.

(4)  For filing an annual report, $100.

(5)  For filing an application for reinstatement after an administrative or judicial dissolution, $500.

(6)  For filing a certificate designating a registered agent or changing a registered agent, $35.

(7)  For filing a registered agent's statement of resignation from an active limited liability company, $87.50.

(8)  For filing a registered agent's statement of resignation from a dissolved limited liability company, $35.

(9)  For filing any other limited liability company document, $52.50.

(10)  A supplemental corporate fee imposed pursuant to s. 607.193.

History.--s. 2, ch. 82-177; s. 70, ch. 83-216; s. 65, ch. 90-132; s. 27, ch. 92-319; s. 56, ch. 93-284.

608.455  Waiver of notice.--When, under the provisions of this chapter or under the provisions of the articles of organization or regulations of a limited liability company, notice is required to be given to a member of a limited liability company or to a manager of a limited liability company having a manager or managers, a waiver in writing signed by the person or persons entitled to the notice, whether made before or after the time for notice to be given, is equivalent to the giving of notice.

History.--s. 2, ch. 82-177; s. 72, ch. 83-216; s. 57, ch. 93-284.

608.461  Jurisdiction of the circuit court.--The circuit courts shall have jurisdiction to enforce the provisions of this chapter.

History.--s. 2, ch. 82-177.

608.462  Parties to actions by or against limited liability company.--A member of a limited liability company is not a proper party to proceedings by or against a limited liability company, except when the object is to enforce a member's right against, or liability to, the limited liability company.

History.--s. 2, ch. 82-177.

608.463  Service of process.--

(1)  Process against a limited liability company may be served:

(a)  In accordance with chapter 48 or chapter 49, as if the company were a partnership.

(b)  Upon the registered agent at his or her business address.

(2)  Any notice to or demand on a company organized pursuant to this chapter may be made:

(a)  By delivery to a manager of the company, if the management is vested in a manager, or delivery to any member, if the management is vested in the members.

(b)  By writing, which notice or demand in writing is mailed to the registered office of the company in this state or to another address in this state which is the principal office of the company.

(3)  Nothing contained in this section shall limit or affect the right to serve, in any other manner now or hereafter permitted by law, any process, notice, or demand required or permitted by law to be served upon a limited liability company.

History.--s. 2, ch. 82-177; s. 64, ch. 97-102.

608.471  Tax exemption on income of certain limited liability companies.--

(1)  A limited liability company classified as a partnership for federal income tax purposes and organized pursuant to this chapter or qualified to do business in this state as a foreign limited liability company is not an "artificial entity" within the purview of s. 220.02 and is not subject to the tax imposed under chapter 220.

(2)  The income of a limited liability company that is classified as a partnership for federal income tax purposes and that is organized pursuant to this chapter or is qualified to do business in this state as a foreign limited liability company shall not be subject to the Florida Income Tax Code and the tax levied pursuant to chapter 220.

(3)  For purposes of taxation under chapter 220, a limited liability company formed in this state or authorized to transact business in this state as a foreign limited liability company shall be classified as a partnership unless classified otherwise for federal income tax purposes, in which case the limited liability company shall be classified identically to its classification for federal income tax purposes. For purposes of taxation under chapter 220, a member or an assignee of a member of a limited liability company formed in this state or qualified to do business in this state as a foreign limited liability company shall be treated as a resident or nonresident partner unless classified otherwise for federal income tax purposes, in which case the member or assignee of a member shall have the same status as such member or assignee of a member has for federal income tax purposes.

History.--s. 2, ch. 82-177; s. 73, ch. 83-216; s. 58, ch. 93-284; s. 14, ch. 98-101.

608.501  Foreign limited liability company; authority to transact business required.--

(1)  A foreign limited liability company may not transact business in this state until it obtains a certificate of authority from the Department of State.

(2)  The following activities, among others, do not constitute transacting business within the meaning of subsection (1):

(a)  Maintaining, defending, or settling any proceeding.

(b)  Holding meetings of the managers or members or carrying on other activities concerning internal company affairs.

(c)  Maintaining bank accounts.

(d)  Maintaining managers or agencies for the transfer, exchange, and registration of the limited liability company's own securities or maintaining trustees or depositaries with respect to those securities.

(e)  Selling through independent contractors.

(f)  Soliciting or obtaining orders, whether by mail or through employees, agents or otherwise, if the orders require acceptance outside this state before they become contracts.

(g)  Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.

(h)  Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

(i)  Transacting business in interstate commerce.

(j)  Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.

(k)  Owning and controlling a subsidiary corporation or limited liability company incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired.

(l)  Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.

(m)  Owning, without more, real or personal property.

(3)  The list of activities in subsection (2) is not exhaustive.

(4)  This section has no application to the question of whether any foreign limited liability company is subject to service of process and suit in this state under any law of this state.

History.--s. 59, ch. 93-284.

608.502  Consequences of transacting business without authority.--

(1)  A foreign limited liability company transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.

(2)  The successor to a foreign limited liability company that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign limited liability company or its successor obtains a certificate of authority.

(3)  A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign limited liability company or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the certificate.

(4)  A foreign limited liability company which transacts business in this state without authority to do so shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees, penalties, and taxes which would have been imposed by this chapter upon such limited liability company had it duly applied for and received authority to transact business in this state as required by this chapter. In addition to the payments thus prescribed, such limited liability company shall be liable for a civil penalty of not less than $500 or more than $1,000 for each year or part thereof during which it transacts business in this state without a certificate of authority. The Department of State may collect all penalties due under this subsection.

(5)  Notwithstanding subsections (1) and (2), the failure of a foreign limited liability company to obtain a certificate of authority does not impair the validity of any of its contracts, deeds, mortgages, security interests, or acts or prevent it from defending any proceeding in this state.

History.--s. 60, ch. 93-284.

608.503  Application for certificate of authority.--

(1)  A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the Department of State for filing. Such application shall be made on forms prescribed and furnished by the Department of State and shall set forth:

(a)  The name of the foreign limited liability company, which shall satisfy the requirements of s. 608.506.

(b)  The jurisdiction under the law of which it is organized.

(c)  Its date of organization and period of duration.

(d)  The street address of its principal office.

(e)  The street address of its registered office in this state and the name of its registered agent at that office.

(f)  The names and usual business addresses of its managing members or managers.

(g)  Such additional information as may be necessary or appropriate in order to enable the Department of State to determine whether such limited liability company is entitled to file an application for authority to transact business in this state and to determine and assess the fees, penalties, and taxes payable as prescribed in this chapter.

(2)  The foreign limited liability company shall deliver with the completed application an affidavit as provided in s. 608.407(2), as well as a certificate of existence, or a document of similar import, duly authenticated, not more than 90 days prior to delivery of the application to the Department of State, by the Secretary of State or other official having custody of records in the jurisdiction under the law of which it is incorporated. A translation of the certificate, under oath of the translator, shall be attached to a certificate which is in a language other than the English language.

(3)  A foreign limited liability company shall not be denied authority to transact business in this state by reason of the fact that the laws of the jurisdiction under which such limited liability company is organized governing its organization and internal affairs differ from the laws of this state.

History.--s. 61, ch. 93-284.

608.504  Amended certificate of authority.--

(1)  A foreign limited liability company authorized to transact business in this state shall make application to the Department of State to obtain an amended certificate of authority if it changes:

(a)  Its limited liability company name.

(b)  The period of its duration.

(c)  The jurisdiction of its organization.

(2)  Such application shall be made within 30 days after the occurrence of any change set forth in subsection (1), shall be made on forms prescribed by the Department of State, shall be executed and filed in the same manner as an original application for authority, and shall set forth:

(a)  The name of the foreign limited liability company as it appears on the records of the Department of State.

(b)  The jurisdiction of its organization.

(c)  The date it was authorized to do business in this state.

(d)  If the name of the foreign limited liability company has been changed, the name relinquished, the new name, a statement that the change of name has been effected under the laws of the jurisdiction of its organization, and the date the change was effected.

(e)  If the amendment changes its period of duration, a statement of such change.

(f)  If the amendment changes the jurisdiction of its organization, a statement of such change.

(3)  The requirements of s. 608.503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.

History.--s. 62, ch. 93-284.

608.505  Effect of certificate of authority.--

(1)  A certificate of authority authorizes the foreign limited liability company to which it is issued to transact business in this state subject, however, to the right of the Department of State to suspend or revoke the certificate as provided in this chapter.

(2)  A foreign limited liability company with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and, except as otherwise provided by this chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic limited liability company of like character.

(3)  This chapter does not authorize this state to regulate the organization or internal affairs of a foreign limited liability company authorized to transact business in this state.

History.--s. 63, ch. 93-284.

608.506  Name of foreign limited liability company.--

(1)  A foreign limited liability company is not entitled to file an application for a certificate of authority unless the name of such limited liability company satisfies the requirements of s. 608.406. If the limited liability company name of a foreign limited liability company does not satisfy the requirements of s. 608.406, the foreign limited liability company, to obtain or maintain a certificate of authority to transact business in this state may use a fictitious name to transact business in this state if it delivers to the Department of State for filing a copy of the consent of its managing members or managers, adopting the fictitious name. The fictitious name adopted shall satisfy the requirements of s. 608.406.

(2)  If a foreign limited liability company authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of s. 608.406, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of s. 608.406 and obtains an amended certificate of authority under s. 608.504.

History.--s. 64, ch. 93-284.

608.507  Registered office and registered agent of foreign limited liability company.--Each foreign limited liability company authorized to transact business in this state must continuously maintain in this state:

(1)  A registered office that may be the same as any of its places of business.

(2)  A registered agent, who may be:

(a)  An individual who resides in this state and whose business office is identical with the registered office;

(b)  A domestic corporation or domestic limited liability company the business office of which is identical with the registered office; or

(c)  A foreign corporation or foreign limited liability company authorized to transact business in this state the business office of which is identical with the registered office.

History.--s. 65, ch. 93-284.

608.508  Change of registered office and registered agent of foreign limited liability company.--

(1)  A foreign limited liability company authorized to transact business in this state may change its registered office or registered agent by delivering to the Department of State for filing a statement of change which satisfies the requirements of s. 608.408 and sets forth:

(a)  Its name.

(b)  The street address of its current registered office.

(c)  If the current registered office is to be changed, the street address of its new registered office.

(d)  The name of its current registered agent.

(e)  If the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment.

(f)  That, after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical.

(2)  If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign limited liability company for which he or she is the registered agent by notifying the limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the Department of State for filing a statement of change that complies with the requirements of paragraphs (1)(a)-(f) and recites that the limited liability company has been notified of the change.

History.--s. 66, ch. 93-284; s. 65, ch. 97-102.

608.509  Resignation of registered agent or foreign limited liability company.--

(1)  The registered agent of a foreign limited liability company may resign his or her agency appointment by signing and delivering to the Department of State for filing the original statement of resignation and mailing a copy of such statement to the limited liability company at the limited liability company's principal office address shown in its most recent annual report or, if none, shown in its certificate of authority or most recently filed document. This statement of resignation shall state that a copy of such statement has been mailed to the limited liability company at the address so stated. The statement of resignation may include a statement that the registered office is also discontinued.

(2)  The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement was filed.

History.--s. 67, ch. 93-284; s. 66, ch. 97-102.

608.5101  Service of process; notice or demand on a foreign limited liability company.--

(1)  The registered agent of a foreign limited liability company authorized to transact business in this state is the limited liability company's agent for service of process, notice, or demand required or permitted by law to be served on the foreign limited liability company.

(2)  A foreign limited liability company may be served by registered or certified mail, return receipt requested, addressed to the secretary of the foreign limited liability company at its principal office shown in its application for a certificate of authority or in its most recent annual report if the foreign limited liability company:

(a)  Has no registered agent or its registered agent cannot with reasonable diligence be served;

(b)  Has withdrawn from transacting business in this state under s. 608.511; or

(c)  Has had its certificate of authority revoked under s. 608.513.

(3)  Service is perfected under subsection (2) at the earliest of:

(a)  The date the foreign limited liability company receives the mail.

(b)  The date shown on the return receipt, if signed on behalf of the foreign limited liability company.

(c)  Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

(4)  This section does not prescribe the only means, or necessarily the required means, of serving a foreign limited liability company. Process against any foreign limited liability company may also be served in accordance with chapter 48 or chapter 49.

History.--s. 68, ch. 93-284.

608.511  Withdrawal of foreign limited liability company.--

(1)  A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Department of State.

(2)  A foreign limited liability company authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Department of State for filing. The application shall be made on forms prescribed and furnished by the Department of State and shall set forth:

(a)  The name of the foreign limited liability company and the jurisdiction under the law of which it is organized.

(b)  That it is not transacting business in this state and that it surrenders its authority to transact business in this state.

(c)  That it revokes the authority of its registered agent to accept service on its behalf and appoints the Department of State as its agent for service of process based on a cause of action arising during the time it was authorized to transact business in this state.

(d)  A mailing address to which the Department of State may mail a copy of any process served on it under paragraph (c).

(e)  A commitment to notify the Department of State in the future of any change in its mailing address.

(3)  After the withdrawal of the limited liability company is effective, service of process on the Department of State under this section is service on the foreign limited liability company. Upon receipt of the process, the Department of State shall mail a copy of the process to the foreign limited liability company at the mailing address set forth under subsection (2).

History.--s. 69, ch. 93-284.

608.512  Grounds for revocation of authority to transact business.--The Department of State may commence a proceeding under s. 608.513 to revoke the certificate of authority of a foreign limited liability company authorized to transact business in this state if:

(1)  The foreign limited liability company has failed to file its annual report with the Department of State within the time required by this chapter.

(2)  The foreign limited liability company does not pay, within the time required by this chapter, any fees, taxes, or penalties imposed by this chapter or other law.

(3)  The foreign limited liability company is without a registered agent or registered office in this state for 30 days or more.

(4)  The foreign limited liability company does not notify the Department of State under s. 608.508 or s. 608.509 that its registered agent has resigned or that its registered office has been discontinued within 30 days after the resignation or discontinuance.

(5)  The foreign limited liability company's period of duration has expired.

(6)  A member, manager, or agent of the foreign limited liability company signed a document he or she knew was false in any material respect with intent that the document be delivered to the Department of State for filing.

(7)  The Department of State receives a duly authenticated certificate from the Secretary of State or other official having custody of records in the jurisdiction under the law of which the foreign limited liability company is incorporated stating that it has been dissolved or disappeared as a result of a merger.

(8)  The foreign limited liability company has failed to answer truthfully and fully, within the time prescribed by this chapter, interrogatories propounded by the Department of State.

History.--s. 70, ch. 93-284; s. 67, ch. 97-102.

608.513  Procedure for and effect of revocation.--

(1)  If the Department of State determines that one or more grounds exist under s. 608.512 for revocation of a certificate of authority, the Department of State shall serve the foreign limited liability company with written notice of such determination under s. 608.5101.

(2)  If the foreign limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the Department of State does not exist within 60 days after issuance of notice is perfected under s. 608.5101, the Department of State shall revoke the foreign limited liability company's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date.

(3)  The authority of a foreign limited liability company to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.

(4)  Revocation of a foreign limited liability company's certificate of authority does not terminate the authority of the registered agent of the limited liability company.

History.--s. 71, ch. 93-284.

608.5135  Revocation; application for reinstatement.--

(1)(a)  A foreign limited liability company the certificate of authority of which has been revoked pursuant to s. 608.513 may apply to the Department of State for reinstatement at any time after the effective date of revocation of authority. The application must:

1.  Recite the name of the foreign limited liability company and the effective date of its revocation of authority;

2.  State that the ground or grounds for revocation of authority either did not exist or have been eliminated and that no further grounds currently exist for revocation of authority;

3.  State that the foreign limited liability company's name satisfies the requirements of s. 608.506; and

4.  State that all taxes, fees, and penalties owed by the limited liability company and computed at the rate provided by law at the time the foreign limited liability company applies for reinstatement have been paid; or

(b)  As an alternative, the foreign limited liability company may submit a current annual report, signed by the registered agent and a manager or managing member, which substantially complies with the requirements of paragraph (a).

(2)  If the Department of State determines that the application contains the information required by subsection (1) and that the information is correct, it shall cancel the certificate of revocation of authority.

(3)  When the reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation of authority, and the foreign limited liability company resumes carrying on its business as if the revocation of authority had never occurred.

(4)  The name of the foreign limited liability company the certificate of authority of which has been revoked is not available for assumption or use by another limited liability company until 1 year after the effective date of revocation of authority unless the limited liability company provides the Department of State with an affidavit executed as required by s. 608.408 permitting the immediate assumption or use of its name by another limited liability company.

(5)  If the name of the foreign limited liability company has been lawfully assumed in this state by another limited liability company, the Department of State shall require the foreign limited liability company to comply with s. 608.506 before accepting its application for reinstatement.

History.--s. 72, ch. 93-284.

608.514  Appeal from revocation.--

(1)  If the Department of State revokes the authority of any foreign limited liability company to transact business in this state pursuant to the provisions of this chapter, such foreign limited liability company may likewise appeal to the circuit court of the county where the registered office of such limited liability company in this state is situated by filing with the clerk of such court a petition setting forth a copy of its application for authority to transact business in this state and a copy of the certificate of revocation given by the Department of State, whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the Department of State or direct the department to take such action as the court deems proper.

(2)  Appeals from all final orders and judgments entered by the circuit court under this section in review of any ruling or decision of the Department of State may be taken as in other civil actions.

History.--s. 73, ch. 93-284.