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The Florida Statutes

The 1998 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 608
Limited Liability Companies
View Entire Chapter

CHAPTER 608

LIMITED LIABILITY COMPANIES

608.401  Short title.

608.402  Definitions.

608.403  Purpose.

608.404  Powers.

608.405  Formation.

608.406  Limited liability company name.

608.4062  Foreign limited liability company; registered name; application; renewal; revocation.

608.407  Articles of organization.

608.408  Execution of certificate or statement.

608.4081  Filing requirements.

608.4082  Filing duties of Department of State.

608.409  Effect of issuance of certificate of organization.

608.4101  Records to be kept.

608.411  Amendments to or restatements of articles of organization.

608.412  Supplemental affidavit of capital contributions.

608.415  Registered office and registered agent.

608.416  Change of registered office or registered agent.

608.4211  Contributions to capital and liability for contribution.

608.422  Management of limited liability company.

608.4225  General standards for managers and managing members.

608.423  Limited liability company regulations.

608.4231  Voting by members and managers.

608.4232  Admission of additional members.

608.424  Contracting debts.

608.425  Limited liability company property.

608.426  Distribution of property; impairment of capital.

608.4261  Sharing of profits and losses.

608.427  Withdrawal or reduction of members' contributions to capital.

608.428  Liability upon return of contribution.

608.431  Nature of interest of member in limited liability company.

608.432  Transferability of member's interest.

608.433  Right of assignee to become member.

608.434  Power of estate of deceased or incompetent member.

608.436  Liability of members and managers.

608.4362  Liability of managers and managing members.

608.4363  Indemnification of managing members, managers, officers, employees, and agents.

608.437  Unauthorized assumption of powers.

608.438  Merger of limited liability company.

608.4381  Action on plan of merger.

608.4382  Articles of merger.

608.4383  Effect of merger.

608.4384  Rights of dissenting members.

608.441  Dissolution.

608.4411  Revocation of dissolution.

608.4421  Claims against dissolved limited liability company.

608.4431  Effect of dissolution.

608.444  Distribution of assets upon dissolution.

608.445  Articles of dissolution.

608.446  Filing of articles of dissolution.

608.447  Cancellation of certificate of organization.

608.448  Grounds for administrative dissolution.

608.4481  Procedure for and effect of administrative dissolution.

608.4482  Reinstatement following administrative dissolution.

608.4483  Appeal from denial or reinstatement.

608.449  Grounds for judicial dissolution.

608.4491  Procedure for judicial dissolution.

608.4492  Receivership or custodianship.

608.4493  Decree of dissolution.

608.4494  Deposit with Department of Banking and Finance.

608.4511  Annual report for Department of State.

608.452  Fees of the Department of State.

608.455  Waiver of notice.

608.461  Jurisdiction of the circuit court.

608.462  Parties to actions by or against limited liability company.

608.463  Service of process.

608.471  Tax exemption on income of certain limited liability companies.

608.501  Foreign limited liability company; authority to transact business required.

608.502  Consequences of transacting business without authority.

608.503  Application for certificate of authority.

608.504  Amended certificate of authority.

608.505  Effect of certificate of authority.

608.506  Name of foreign limited liability company.

608.507  Registered office and registered agent of foreign limited liability company.

608.508  Change of registered office and registered agent of foreign limited liability company.

608.509  Resignation of registered agent or foreign limited liability company.

608.5101  Service of process; notice or demand on a foreign limited liability company.

608.511  Withdrawal of foreign limited liability company.

608.512  Grounds for revocation of authority to transact business.

608.513  Procedure for and effect of revocation.

608.5135  Revocation; application for reinstatement.

608.514  Appeal from revocation.