2018 Florida Statutes
Events causing dissociation.
Events causing dissociation.
605.0602 Events causing dissociation.—A person is dissociated as a member if any of the following occur:
(1) The company has notice of the person’s express will to withdraw as a member, but if the person specified a withdrawal date later than the date the company had notice, on that later date.
(2) An event stated in the operating agreement as causing the person’s dissociation occurs.
(3) The person’s entire interest is transferred in a foreclosure sale under s. 605.0503(5).
(4) The person is expelled as a member pursuant to the operating agreement.
(5) The person is expelled as a member by the unanimous consent of the other members if any of the following occur:
(a) It is unlawful to carry on the company’s activities and affairs with the person as a member.
(b) There has been a transfer of the person’s entire transferable interest in the company other than:
1. A transfer for security purposes; or
2. A charging order in effect under s. 605.0503 which has not been foreclosed.
(c) The person is a corporation and:
1. The company notifies the person that it will be expelled as a member because the person has filed articles or a certificate of dissolution or the equivalent, the person has been administratively dissolved, its charter or equivalent has been revoked, or the person’s right to conduct business has been suspended by the person’s jurisdiction of its formation; and
2. Within 90 days after the notification, the articles or certificate of dissolution or the equivalent has not been revoked or its charter or right to conduct business has not been reinstated.
(d) The person is an unincorporated entity that has been dissolved and whose business is being wound up.
(6) On application by the company or a member in a direct action under s. 605.0801, the person is expelled as a member by judicial order because the person:
(a) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company’s activities and affairs;
(b) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under s. 605.04091; or
(c) Has engaged or is engaging in conduct relating to the company’s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member.
(7) In the case of an individual:
(a) The individual dies; or
(b) In a member-managed limited liability company:
1. A guardian or general conservator for the individual is appointed; or
2. There is a judicial order that the individual has otherwise become incapable of performing the individual’s duties as a member under this chapter or the operating agreement.
(8) In a member-managed limited liability company, the person:
(a) Becomes a debtor in bankruptcy;
(b) Executes an assignment for the benefit of creditors; or
(c) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person’s property.
(9) In the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the company is distributed.
(10) In the case of a person that is an estate or is acting as a member by virtue of being a legal representative of an estate, the estate’s entire transferable interest in the company is distributed.
(11) In the case of a person that is not an individual, the existence of the person terminates.
(12) The company participates in a merger under ss. 605.1021-605.1026 and:
(a) The company is not the surviving entity; or
(b) Otherwise as a result of the merger, the person ceases to be a member.
(13) The company participates in an interest exchange under ss. 605.1031-605.1036, and the person ceases to be a member.
(14) The company participates in a conversion under ss. 605.1041-605.1046, and the person ceases to be a member.
(15) The company dissolves and completes winding up.
History.—s. 2, ch. 2013-180; s. 24, ch. 2015-148.