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2023 Florida Statutes (including 2023C)

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 605 FLORIDA REVISED LIMITED LIABILITY COMPANY ACT Entire Chapter
SECTION 0103
Knowledge; notice.
F.S. 605.0103
605.0103 Knowledge; notice.—
(1) A person knows a fact if the person:
(a) Has actual knowledge of the fact; or
(b) Is deemed to know the fact under paragraph (4)(b), or a law other than this chapter.
(2) A person has notice of a fact when the person:
(a) Has reason to know the fact from all of the facts known to the person at the time in question; or
(b) Is deemed to have notice of the fact under paragraph (4)(b).
(3) Subject to s. 605.0210(8), a person notifies another person of a fact by taking steps reasonably required to inform the other person in the ordinary course of events, regardless of whether those steps actually cause the other person to know of the fact.
(4) A person who is not a member is deemed to:
(a) Know of a limitation on authority to transfer real property as provided in s. 605.0302(7); and
(b) Have notice of a limited liability company’s:
1. Dissolution, 90 days after the articles of dissolution filed under s. 605.0707 become effective;
2. Termination, 90 days after a statement of termination filed under s. 605.0709(7) becomes effective;
3. Participation in a merger, interest exchange, conversion, or domestication, 90 days after the articles of merger, articles of interest exchange, articles of conversion, or articles of domestication under s. 605.1025, s. 605.1035, s. 605.1045, or s. 605.1055, respectively, become effective;
4. Declaration in its articles of organization that it is manager-managed in accordance with s. 605.0201(3)(a); however, if such a declaration has been added or changed by an amendment or amendment and restatement of the articles of organization, notice of the addition or change may not become effective until 90 days after the effective date of such amendment or amendment and restatement; and
5. Grant of authority to or limitation imposed on the authority of a person holding a position or having a specified status in a company, or grant of authority to or limitation imposed on the authority of a specific person, if the grant of authority or limitation imposed on the authority is described in the articles of organization in accordance with s. 605.0201(3)(d); however, if that description has been added or changed by an amendment or an amendment and restatement of the articles of organization, notice of the addition or change may not become effective until 90 days after the effective date of such amendment or amendment and restatement. A provision of the articles of organization that limits the authority of a person to transfer real property held in the name of the limited liability company is not notice of such limitation to a person who is not a member or manager of the company, unless such limitation appears in an affidavit, certificate, or other instrument that bears the name of the limited liability company and is recorded in the office for recording transfers of such real property.
History.—s. 2, ch. 2013-180; s. 1, ch. 2015-148.