Florida Statutes|Chapter 605

Section 605.0106 - Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement.

Section 605.0107 - Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.

Section 605.0108 - Nature, purpose, and duration of limited liability company.

Section 605.0109 - Powers.

Section 605.0110 - Limited liability company property.

Section 605.0111 - Rules of construction and supplemental principles of law.

Section 605.0112 - Name.

Section 605.01125 - Reserved name.

Section 605.0113 - Registered agent.

Section 605.0114 - Change of registered agent or registered office.

Section 605.0115 - Resignation of registered agent.

Section 605.0116 - Change of name or address by registered agent.

Section 605.0117 - Service of process, notice, or demand.

Section 605.0118 - Delivery of record.

Section 605.0119 - Waiver of notice.

Section 605.0201 - Formation of limited liability company; articles of organization.

Section 605.0202 - Amendment or restatement of articles of organization.

Section 605.0203 - Signing of records to be delivered for filing to department.

Section 605.0204 - Signing and filing pursuant to judicial order.

Section 605.0205 - Liability for inaccurate information in filed record.

Section 605.0206 - Filing requirements.

Section 605.0207 - Effective date and time.

Section 605.0208 - Withdrawal of filed record before effectiveness.

Section 605.0209 - Correcting filed record.

Section 605.0210 - Duty of department to file; review of refusal to file; transmission of information by department.

Section 605.0211 - Certificate of status.

Section 605.0212 - Annual report for department.

Section 605.0213 - Fees of the department.

Section 605.0214 - Powers of department.

Section 605.0215 - Certificates to be received in evidence and evidentiary effect of certified copy of filed document.

Section 605.0216 - Statement of dissociation or resignation.

Section 605.0301 - Power to bind limited liability company.

Section 605.0302 - Statement of authority.

Section 605.0303 - Statement of denial.

Section 605.0304 - Liability of members and managers.

Section 605.0401 - Becoming a member.

Section 605.0402 - Form of contribution.

Section 605.0403 - Liability for contributions.

Section 605.0404 - Sharing of distributions before dissolution and profits and losses.

Section 605.0405 - Limitations on distributions.

Section 605.0406 - Liability for improper distributions.

Section 605.0407 - Management of limited liability company.

Section 605.04071 - Delegation of rights and powers to manage.

Section 605.04072 - Selection and terms of managers in a manager-managed limited liability company.

Section 605.04073 - Voting rights of members and managers.

Section 605.04074 - Agency rights of members and managers.

Section 605.0408 - Reimbursement, indemnification, advancement, and insurance.

Section 605.04091 - Standards of conduct for members and managers.

Section 605.04092 - Conflict of interest transactions.

Section 605.04093 - Limitation of liability of managers and members.

Section 605.0410 - Records to be kept; rights of member, manager, and person dissociated to information.

Section 605.0411 - Court-ordered inspection.

Section 605.0501 - Nature of transferable interest.

Section 605.0502 - Transfer of transferable interest.

Section 605.0503 - Charging order.

Section 605.0504 - Power of legal representative.

Section 605.0601 - Power to dissociate as member; wrongful dissociation.

Section 605.0602 - Events causing dissociation.

Section 605.0603 - Effect of dissociation.

Section 605.0701 - Events causing dissolution.

Section 605.0702 - Grounds for judicial dissolution.

Section 605.0703 - Procedure for judicial dissolution; alternative remedies.

Section 605.0704 - Receivership or custodianship.

Section 605.0705 - Decree of dissolution.

Section 605.0706 - Election to purchase instead of dissolution.

Section 605.0707 - Articles of dissolution; filing of articles of dissolution.

Section 605.0708 - Revocation of articles of dissolution.

Section 605.0709 - Winding up.

Section 605.0710 - Disposition of assets in winding up.

Section 605.0711 - Known claims against dissolved limited liability company.

Section 605.0712 - Other claims against a dissolved limited liability company.

Section 605.0713 - Court proceedings.

Section 605.0714 - Administrative dissolution.

Section 605.0715 - Reinstatement.

Section 605.0716 - Judicial review of denial of reinstatement.

Section 605.0717 - Effect of dissolution.

Section 605.0801 - Direct action by member.

Section 605.0802 - Derivative action.

Section 605.0803 - Proper plaintiff.

Section 605.0804 - Special litigation committee.

Section 605.0805 - Proceeds and expenses.

Section 605.0806 - Voluntary dismissal or settlement; notice.

Section 605.0901 - Governing law.

Section 605.0902 - Application for certificate of authority.

Section 605.0903 - Effect of a certificate of authority.

Section 605.0904 - Effect of failure to have certificate of authority.

Section 605.0905 - Activities not constituting transacting business.

Section 605.0906 - Noncomplying name of foreign limited liability company.

Section 605.0907 - Amendment to certificate of authority.

Section 605.0908 - Revocation of certificate of authority.

Section 605.0909 - Reinstatement following revocation of certificate of authority.

Section 605.09091 - Judicial review of denial of reinstatement.

Section 605.0910 - Withdrawal and cancellation of certificate of authority.

Section 605.0911 - Withdrawal deemed on conversion to domestic filing entity.

Section 605.0912 - Withdrawal on dissolution, merger, or conversion to nonfiling entity.

Section 605.0913 - Action by Department of Legal Affairs.

Section 605.1001 - Relationship of the provisions of this section and ss. 605.1002-605.1072 to other laws.

Section 605.1002 - Charitable and donative provisions.

Section 605.1003 - Status of filings.

Section 605.1004 - Nonexclusivity.

Section 605.1005 - Reference to external facts.

Section 605.1006 - Appraisal rights.

Section 605.1021 - Merger authorized.

Section 605.1022 - Plan of merger.

Section 605.1023 - Approval of merger.

Section 605.1024 - Amendment or abandonment of plan of merger.

Section 605.1025 - Articles of merger.

Section 605.1026 - Effect of merger.

Section 605.1031 - Interest exchange authorized.

Section 605.1032 - Plan of interest exchange.

Section 605.1033 - Approval of interest exchange.

Section 605.1034 - Amendment or abandonment of plan of interest exchange.

Section 605.1035 - Articles of interest exchange.

Section 605.1036 - Effect of interest exchange.

Section 605.1041 - Conversion authorized.

Section 605.1042 - Plan of conversion.

Section 605.1043 - Approval of conversion.

Section 605.1044 - Amendment or abandonment of plan of conversion.

Section 605.1045 - Articles of conversion.

Section 605.1046 - Effect of conversion.

Section 605.1051 - Domestication authorized.

Section 605.1052 - Plan of domestication.

Section 605.1053 - Approval of domestication.

Section 605.1054 - Amendment or abandonment of plan of domestication.

Section 605.1055 - Articles of domestication.

Section 605.1056 - Effect of domestication.

Section 605.1061 - Appraisal rights; definitions.

Section 605.1062 - Assertion of rights by nominees and beneficial owners.

Section 605.1063 - Notice of appraisal rights.

Section 605.1064 - Notice of intent to demand payment.

Section 605.1065 - Appraisal notice and form.

Section 605.1066 - Perfection of rights; right to withdraw.

Section 605.1067 - Member’s acceptance of limited liability company’s offer.

Section 605.1068 - Procedure if member is dissatisfied with offer.

Section 605.1069 - Court action.

Section 605.1070 - Court costs and attorney fees.

Section 605.1071 - Limitation on limited liability company payment.

Section 605.1072 - Other remedies limited.

Section 605.1101 - Uniformity of application and construction.

Section 605.1102 - Relation to Electronic Signatures in Global and National Commerce Act.

Section 605.1103 - Tax exemption on income of certain limited liability companies.

Section 605.1104 - Interrogatories by department; other powers of department.

Section 605.1105 - Reservation of power to amend or repeal.

Section 605.1106 - Savings clause.

Section 605.1107 - Severability clause.

Section 605.1108 - Application to limited liability company formed under the Florida Limited Liability Company Act.

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