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The Florida Senate

2012 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 608
LIMITED LIABILITY COMPANIES Entire Chapter
CHAPTER 608
LIMITED LIABILITY COMPANIES
608.401
Short title.
608.402
Definitions.
608.403
Purpose.
608.404
Powers.
608.405
Formation.
608.406
Limited liability company name.
608.407
Articles of organization.
608.408
Execution of articles, certificate, or statement.
608.4081
Filing requirements.
608.4082
Filing duties of Department of State.
608.409
Effect of filing and issuance of time and date endorsement on the articles of organization.
608.4101
Records to be kept; right to information.
608.411
Amendments to or restatements of articles of organization.
608.4115
Correcting the articles of organization filed of record.
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 the limited liability company.
608.4225
General standards for managers and managing members.
608.4226
Conflicts of interest.
608.4227
Liability of members, managing members, and managers.
608.4228
Limitation of liability of managers and managing members.
608.4229
Indemnification of members, managers, managing members, officers, employees, and agents.
608.423
Limited liability company operating agreement; nonwaivable provisions.
608.4231
Voting by members and managers.
608.4232
Admission of additional members.
608.4235
Agency of members and managers or managing members.
608.4236
Delegation of rights and powers to manage.
608.4237
Membership termination upon events of bankruptcy.
608.4238
Unauthorized assumption of powers.
608.425
Limited liability company property.
608.426
Distributions; impairment of capital.
608.4261
Sharing of profits and losses.
608.427
Withdrawal of member and distribution upon withdrawal.
608.428
Liability upon wrongful distribution.
608.431
Nature of interest of member in limited liability company.
608.432
Assignment of member’s interest.
608.433
Right of assignee to become member.
608.434
Power of estate of deceased or incompetent member; dissolved or terminated member.
608.4351
Appraisal rights; definitions.
608.4352
Right of members to appraisal.
608.4353
Assertion of rights by nominees and beneficial owners.
608.4354
Notice of appraisal rights.
608.4355
Notice of intent to demand payment.
608.4356
Appraisal notice and form.
608.4357
Perfection of rights; right to withdraw.
608.43575
Member’s acceptance of limited liability company’s offer.
608.4358
Procedure if member is dissatisfied with offer.
608.43585
Court action.
608.4359
Court costs and counsel fees.
608.43595
Limitation on limited liability company payment.
608.438
Merger of limited liability company.
608.4381
Action on plan of merger.
608.4382
Certificate of merger.
608.4383
Effect of merger.
608.439
Conversion of certain entities to a limited liability company.
608.4401
Conversion of a domestic limited liability company into another business entity.
608.4402
Action on plan of conversion.
608.4403
Certificate of conversion.
608.4404
Effect of conversion.
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 articles 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.
608.4511
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.
608.601
Member’s derivative actions.
608.701
Application of corporation case law to set aside limited liability.
608.702
Certificates and certified copies to be received in evidence.
608.703
Interrogatories by Department of State.
608.704
Reservation of power to amend or repeal.
608.705
Effect of repeal of prior acts.