Senate Bill sb2148

    Florida Senate - 2007                                  SB 2148

    By Senator Deutch





    30-1606A-07                                         See HB 243

  1                      A bill to be entitled

  2         An act relating to limited liability companies;

  3         amending s. 608.406, F.S.; requiring a limited

  4         liability company name to be distinguishable on

  5         databases maintained by the Division of

  6         Corporations of the Department of State;

  7         providing an exception; deleting a

  8         name-recording requirement for the department;

  9         amending s. 608.407, F.S.; requiring the name

10         of a limited liability company in the company's

11         articles of organization to satisfy certain

12         requirements; providing an effective date.

13  

14  Be It Enacted by the Legislature of the State of Florida:

15  

16         Section 1.  Section 608.406, Florida Statutes, is

17  amended to read:

18         608.406  Limited liability company name.--

19         (1)  A limited liability company name:

20         (a)  Must contain the words "limited liability company"

21  or "limited company," or the abbreviations "L.L.C." or "L.C.,"

22  or the designations "LLC" or "LC" as the last words of the

23  name of every limited liability company formed under the

24  provisions of this chapter. The word "limited" may be

25  abbreviated as "Ltd.," and the word "company" may be

26  abbreviated as "Co." Omission of the words "limited liability

27  company" or "limited company," the abbreviations "L.L.C." or

28  "L.C.," or the designations "LLC" or "LC" in the use of the

29  name of the limited liability company shall render any person

30  who knowingly participates in the omission, or knowingly

31  

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CODING: Words stricken are deletions; words underlined are additions.






    Florida Senate - 2007                                  SB 2148
    30-1606A-07                                         See HB 243




 1  acquiesces in the omission, liable for any indebtedness,

 2  damage, or liability caused by the omission.

 3         (b)  May not contain language stating or implying that

 4  the limited liability company is organized for a purpose other

 5  than that permitted in this chapter and its articles of

 6  organization.

 7         (c)  May not contain language stating or implying that

 8  the limited liability company is connected with a state or

 9  federal government agency or a corporation or other entity

10  chartered under the laws of the United States.

11         (2)  The name of the limited liability company must be

12  distinguishable on the databases of the Division of

13  Corporations of the Department of State, except for fictitious

14  name registrations filed pursuant to s. 865.09.

15         (3)(2)  The name of the limited liability company shall

16  be filed with the Department of State for public notice only

17  and shall not alone create any presumption of ownership beyond

18  that which is created under the common law. The Department of

19  State shall record the name without regard to any other name

20  recorded.

21         Section 2.  Paragraph (a) of subsection (1) of section

22  608.407, Florida Statutes, is amended to read:

23         608.407  Articles of organization.--

24         (1)  In order to form a limited liability company,

25  articles of organization of a limited liability company shall

26  be filed with the Department of State by one or more members

27  or authorized representatives of the limited liability

28  company. The articles of organization shall set forth:

29         (a)  The name of the limited liability company, which

30  must satisfy the requirements of s. 608.406.

31         Section 3.  This act shall take effect July 1, 2007.

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CODING: Words stricken are deletions; words underlined are additions.