Senate Bill sb2148c1
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Florida Senate - 2007 CS for SB 2148
By the Committee on Commerce; and Senator Deutch
577-2208-07
1 A bill to be entitled
2 An act relating to limited liability companies;
3 amending s. 608.406, F.S.; eliminating
4 authorization to use the words "limited
5 company," the abbreviation "L.C.," or the
6 designation "L.C." as a company name; requiring
7 a limited liability company name to be
8 distinguishable on databases maintained by the
9 Division of Corporations of the Department of
10 State; providing an exception; deleting a
11 name-recording requirement for the department;
12 amending s. 608.407, F.S.; requiring the name
13 of a limited liability company in the company's
14 articles of organization to satisfy certain
15 requirements; providing an effective date.
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17 Be It Enacted by the Legislature of the State of Florida:
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19 Section 1. Section 608.406, Florida Statutes, is
20 amended to read:
21 608.406 Limited liability company name.--
22 (1) A limited liability company name:
23 (a) Must contain the words "limited liability
24 company," or "limited company," or the abbreviation
25 abbreviations "L.L.C.," or "L.C.," or the designation
26 designations "LLC" or "LC" as the last words of its the name;
27 this applies to of every limited liability company formed
28 under the provisions of this chapter. The word "limited" may
29 be abbreviated as "Ltd.," and the word "company" may be
30 abbreviated as "Co." Omission of the words "limited liability
31 company," or "limited company," the abbreviation abbreviations
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CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2007 CS for SB 2148
577-2208-07
1 "L.L.C.," or "L.C.," or the designation designations "LLC" or
2 "LC" in the use of the name of the limited liability company
3 renders shall render any person who knowingly participates in
4 the omission, or knowingly acquiesces in the omission, liable
5 for any indebtedness, damage, or liability caused by the
6 omission.
7 (b) May not contain language stating or implying that
8 the limited liability company is organized for a purpose other
9 than that permitted in this chapter and its articles of
10 organization.
11 (c) May not contain language stating or implying that
12 the limited liability company is connected with a state or
13 federal government agency or a corporation or other entity
14 chartered under the laws of the United States.
15 (2) The name of the limited liability company must be
16 distinguishable on the databases of the Division of
17 Corporations of the Department of State, except for fictitious
18 name registrations filed pursuant to s. 865.09 and general
19 partnership registrations filed pursuant to s. 620.8105.
20 Except as stated in this subsection, a limited liability
21 company may register under a name that is not otherwise
22 distinguishable on the records of the Division of Corporations
23 with written consent of the owner entity if the consent is
24 filed with the Division of Corporations at the time of
25 registration of such name.
26 (3)(2) The name of the limited liability company shall
27 be filed with the Department of State for public notice only
28 and shall not alone create any presumption of ownership beyond
29 that which is created under the common law. The Department of
30 State shall record the name without regard to any other name
31 recorded.
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Florida Senate - 2007 CS for SB 2148
577-2208-07
1 (4) In the case of any limited liability company in
2 existence prior to July 1, 2007, and registered with the
3 Division of Corporations, the requirement in this section that
4 the name of the entity be distinguishable from the names of
5 other entities and filings does not apply except if the
6 limited liability company files documents on or after July 1,
7 2007, which would otherwise have affected its name.
8 Section 2. Paragraph (a) of subsection (1) of section
9 608.407, Florida Statutes, is amended to read:
10 608.407 Articles of organization.--
11 (1) In order to form a limited liability company,
12 articles of organization of a limited liability company shall
13 be filed with the Department of State by one or more members
14 or authorized representatives of the limited liability
15 company. The articles of organization shall set forth:
16 (a) The name of the limited liability company, which
17 must satisfy the requirements of s. 608.406.
18 Section 3. This act shall take effect July 1, 2007.
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Florida Senate - 2007 CS for SB 2148
577-2208-07
1 STATEMENT OF SUBSTANTIAL CHANGES CONTAINED IN
COMMITTEE SUBSTITUTE FOR
2 Senate Bill 2148
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4 The bill as filed required limited liability companies
registered with the Department of State (DOS) to be
5 distinguishable on the databases maintained by the Division of
Corporations within DOS. The CS includes this requirement and:
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- Removes the option for a "limited company" (an obsolete
7 designation) to be registered with the state;
8 - Exempts general partnership names registered under s.
620.8105, F.S., from the requirement that the name be
9 distinguishable from DOS databases;
10 - Provides that a non-distinguishable name may be
registered with the written consent of the owner entity
11 and if this consent is filed with the application for
registration; and
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- Applies distinguishable name requirements of the bill
13 prospectively.
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