| 1 | A bill to be entitled |
| 2 | An act relating to limited liability companies; amending |
| 3 | s. 608.406, F.S.; prohibiting the use of immoral, |
| 4 | scandalous, or deceptive matter in the name of a limited |
| 5 | liability company; requiring a limited liability company |
| 6 | name to be distinguishable on databases maintained by the |
| 7 | Division of Corporations of the Department of State; |
| 8 | providing an exception; deleting a name-recording |
| 9 | requirement for the department; amending s. 608.407, F.S.; |
| 10 | requiring the name of a limited liability company in the |
| 11 | company's 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 amended |
| 17 | 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" or |
| 21 | "limited company," or the abbreviations "L.L.C." or "L.C.," or |
| 22 | the designations "LLC" or "LC" as the last words of the name of |
| 23 | every limited liability company formed under the provisions of |
| 24 | this chapter. The word "limited" may be abbreviated as "Ltd.," |
| 25 | and the word "company" may be abbreviated as "Co." Omission of |
| 26 | the words "limited liability company" or "limited company," the |
| 27 | abbreviations "L.L.C." or "L.C.," or the designations "LLC" or |
| 28 | "LC" in the use of the name of the limited liability company |
| 29 | shall render any person who knowingly participates in the |
| 30 | omission, or knowingly acquiesces in the omission, liable for |
| 31 | any indebtedness, damage, or liability caused by the omission. |
| 32 | (b) May not contain language stating or implying that the |
| 33 | limited liability company is organized for a purpose other than |
| 34 | that permitted in this chapter and its articles of organization. |
| 35 | (c) May not contain language stating or implying that the |
| 36 | limited liability company is connected with a state or federal |
| 37 | government agency or a corporation or other entity chartered |
| 38 | under the laws of the United States. |
| 39 | (d) May not be comprised of, contain, or include immoral, |
| 40 | deceptive, or scandalous matter. |
| 41 | (2) The name of the limited liability company must be |
| 42 | distinguishable on the databases of the Division of Corporations |
| 43 | of the Department of State, except for fictitious name |
| 44 | registrations filed pursuant to s. 865.09. |
| 45 | (3)(2) The name of the limited liability company shall be |
| 46 | filed with the Department of State for public notice only and |
| 47 | shall not alone create any presumption of ownership beyond that |
| 48 | which is created under the common law. The Department of State |
| 49 | shall record the name without regard to any other name recorded. |
| 50 | Section 2. Paragraph (a) of subsection (1) of section |
| 51 | 608.407, Florida Statutes, is amended to read: |
| 52 | 608.407 Articles of organization.-- |
| 53 | (1) In order to form a limited liability company, articles |
| 54 | of organization of a limited liability company shall be filed |
| 55 | with the Department of State by one or more members or |
| 56 | authorized representatives of the limited liability company. The |
| 57 | articles of organization shall set forth: |
| 58 | (a) The name of the limited liability company, which must |
| 59 | satisfy the requirements of s. 608.406. |
| 60 | Section 3. This act shall take effect July 1, 2007. |