The Florida Senate

608.402  Definitions.--As used in this chapter:

(1)  "Articles of merger" means initial, amended, and restated articles of merger of a limited liability company delivered to the Department of State in accordance with s. 608.4382. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed with the Department of State or other official having custody of company records in the state or country under whose law it is organized.

(2)  "Articles of organization" means initial, amended, and restated articles of organization of a limited liability company, including initial, amended, or restated articles of merger, if any. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed with the Department of State or other official having custody of company records in the state or country under whose law it is organized.

(3)  "Authorized representative" means one or more persons acting to form a limited liability company by executing and filing the articles of organization of such limited liability company in accordance with this chapter and authorized by a member identified in the articles of organization or operating agreement of such limited liability company, which authorized representative may, but need not be, a member of the limited liability company that the authorized representative forms.

(4)  "Bankruptcy" means an event that causes a person to cease to be a member as provided in s. 608.4237.

(5)  "Business" means every trade, occupation, or profession and other lawful business, purpose, or activity, whether or not carried on for profit.

(6)  "Capital account" means the agreed value of the initial contributions as provided in s. 608.4211, increased by the agreed value of subsequent contributions to capital, if any, and reduced by distributions of capital, unless otherwise provided in the articles of organization or the operating agreement.

(7)  "Contribution" means any cash, property, or services rendered or a promissory note or other obligation to contribute cash or property or to perform services, which a person contributes to the limited liability company as a member.

(8)  "Conveyance" means any assignment, transfer, sale, lease, mortgage, hypothecation, or encumbrance.

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

(10)  "Distribution" means a direct or indirect transfer of money or other property or incurrence of indebtedness by a limited liability company to or for the benefit of its members in respect of their economic interests.

(11)  "Entity" means, without limitation, any corporation; unincorporated association or business; limited liability company; business trust, real estate investment trust, common law trust, or other trust, general partnership, limited liability partnership, limited partnership, limited liability limited partnership, joint venture, or two or more persons having a joint or common economic interest; any state, local, federal, or foreign government, governmental subdivision, agency, or instrumentality; or any other domestic or foreign entity that is formed pursuant to the provisions of applicable law.

(12)  "Foreign limited liability company" means a limited liability company formed under the laws of any state other than Florida or under the laws of any foreign country or other foreign jurisdiction.

(13)  "Individual" means a natural person and includes the estate of a natural person.

(14)  "Insolvent" means the inability of a limited liability company to pay the company's debts as they become due in the ordinary course of business or that the fair value of the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved and terminated at the time of the distribution, to satisfy the preferential distribution rights of the company's members accrued through such dissolution and termination.

(15)  "Knowledge" means a person's actual knowledge of a fact, and does not include constructive knowledge of a fact.

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

(17)  "Majority-in-interest of the members" means, unless otherwise provided in the articles of organization or operating agreement, members owning more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company.

(18)  "Manager" means a person who is appointed or elected to manage a manager-managed company and, unless otherwise provided in the articles of organization or operating agreement, a manager may be, but need not be, a member of the limited liability company.

(19)  "Manager-managed company" means a limited liability company which is designated to be managed by managers in its articles of organization or operating agreement.

(20)  "Managing member" means a member appointed or elected as a managing member of a member-managed company.

(21)  "Member" means any person who has been admitted to a limited liability company as a member as provided in s. 608.4232 and has an economic interest in a limited liability company represented by a capital account or, in the case of a foreign limited liability company, has been admitted to a limited liability company as a member in accordance with the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited liability company is organized.

(22)  "Member-managed company" means a limited liability company other than a manager-managed company.

(23)  "Membership interest," "member's interest," or "interest" means a member's share of the profits and the losses of the limited liability company, the right to receive distributions of the limited liability company's assets, voting rights, management rights, or any other rights under this chapter or the articles of organization or operating agreement.

(24)  "Operating agreement" means written or oral 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, managers, and limited liability company. The term includes amendments to the operating agreement, subject to s. 608.423.

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

(26)  "Personal or other legal representative" means, as to a natural person, the executor, administrator, guardian, conservator, or other legal representative of the natural person and, as to a person other than a natural person, the legal representative or successor of such person.

History.--s. 2, ch. 82-177; s. 53, ch. 83-216; s. 5, ch. 93-284; s. 1, ch. 99-315.