| 1 | A bill to be entitled |
| 2 | An act relating to limited liability companies; amending |
| 3 | s. 608.406, F.S.; deleting certain authorized words or |
| 4 | abbreviations in limited liability company names; |
| 5 | requiring a company name to be distinguishable on records |
| 6 | maintained by the Division of Corporations of the |
| 7 | Department of State; providing exceptions; deleting a |
| 8 | name-recording requirement for the department; providing |
| 9 | for nonapplication of certain requirements relating to |
| 10 | distinguishability of company names in certain records |
| 11 | under certain circumstances; amending s. 608.407, F.S.; |
| 12 | requiring the name of a limited liability company in the |
| 13 | company's articles of organization to satisfy certain |
| 14 | requirements; providing an effective date. |
| 15 |
|
| 16 | Be It Enacted by the Legislature of the State of Florida: |
| 17 |
|
| 18 | Section 1. Section 608.406, Florida Statutes, is amended |
| 19 | to read: |
| 20 | 608.406 Limited liability company name.-- |
| 21 | (1) A limited liability company name: |
| 22 | (a) Must contain the words "limited liability company" or |
| 23 | "limited company," or the abbreviation abbreviations "L.L.C." or |
| 24 | "L.C.," or the designation designations "LLC" or "LC" as the |
| 25 | last words of the name of every limited liability company formed |
| 26 | under the provisions of this chapter. The word "limited" may be |
| 27 | abbreviated as "Ltd.," and the word "company" may be abbreviated |
| 28 | as "Co." Omission of the words "limited liability company" or |
| 29 | "limited company," the abbreviation abbreviations "L.L.C." or |
| 30 | "L.C.," or the designation designations "LLC" or "LC" in the use |
| 31 | of the name of the limited liability company shall render any |
| 32 | person who knowingly participates in the omission, or knowingly |
| 33 | acquiesces in the omission, liable for any indebtedness, damage, |
| 34 | or liability caused by the omission. |
| 35 | (b) May not contain language stating or implying that the |
| 36 | limited liability company is organized for a purpose other than |
| 37 | that permitted in this chapter and its articles of organization. |
| 38 | (c) May not contain language stating or implying that the |
| 39 | limited liability company is connected with a state or federal |
| 40 | government agency or a corporation or other entity chartered |
| 41 | under the laws of the United States. |
| 42 | (2) The name of the limited liability company must be |
| 43 | distinguishable on the records of the Division of Corporations |
| 44 | of the Department of State, except for fictitious name |
| 45 | registrations filed pursuant to s. 865.09 and general |
| 46 | partnership registrations filed pursuant to s. 620.8105; |
| 47 | however, a limited liability company may register under a name |
| 48 | that is not otherwise distinguishable on the records of the |
| 49 | Division of Corporations with written consent of the owner |
| 50 | entity provided the consent is filed with the Division of |
| 51 | Corporations at the time of registration of such name. |
| 52 | (3)(2) The name of the limited liability company shall be |
| 53 | filed with the Department of State for public notice only and |
| 54 | shall not alone create any presumption of ownership beyond that |
| 55 | which is created under the common law. The Department of State |
| 56 | shall record the name without regard to any other name recorded. |
| 57 | (4) In the case of any limited liability company in |
| 58 | existence prior to July 1, 2007, and registered with the |
| 59 | Division of Corporations, the requirement in this section that |
| 60 | the name of the entity be distinguishable from the names of |
| 61 | other entities and filings shall not apply except when the |
| 62 | limited liability company files documents on or after July 1, |
| 63 | 2007, that would otherwise have affected its name. |
| 64 | Section 2. Paragraph (a) of subsection (1) of section |
| 65 | 608.407, Florida Statutes, is amended to read: |
| 66 | 608.407 Articles of organization.-- |
| 67 | (1) In order to form a limited liability company, articles |
| 68 | of organization of a limited liability company shall be filed |
| 69 | with the Department of State by one or more members or |
| 70 | authorized representatives of the limited liability company. The |
| 71 | articles of organization shall set forth: |
| 72 | (a) The name of the limited liability company, which must |
| 73 | satisfy the requirements of s. 608.406. |
| 74 | Section 3. This act shall take effect July 1, 2007. |