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The 2014 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. 608.407 Articles of organization. 608.408 Execution of articles, certificate, or statement. 608.4081 Filing requirements. 608.4082 Filing duties of Department of State. 608.409 Effect of filing and issuance of time and date endorsement on the articles of organization. 608.4101 Records to be kept; right to information. 608.411 Amendments to or restatements of articles of organization. 608.4115 Correcting the articles of organization filed of record. 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 the limited liability company. 608.4225 General standards for managers and managing members. 608.4226 Conflicts of interest. 608.4227 Liability of members, managing members, and managers. 608.4228 Limitation of liability of managers and managing members. 608.4229 Indemnification of members, managers, managing members, officers, employees, and agents. 608.423 Limited liability company operating agreement; nonwaivable provisions. 608.4231 Voting by members and managers. 608.4232 Admission of additional members. 608.4235 Agency of members and managers or managing members. 608.4236 Delegation of rights and powers to manage. 608.4237 Membership termination upon events of bankruptcy. 608.4238 Unauthorized assumption of powers. 608.425 Limited liability company property. 608.426 Distributions; impairment of capital. 608.4261 Sharing of profits and losses. 608.427 Withdrawal of member and distribution upon withdrawal. 608.428 Liability upon wrongful distribution. 608.431 Nature of interest of member in limited liability company. 608.432 Assignment of member’s interest. 608.433 Right of assignee to become member. 608.434 Power of estate of deceased or incompetent member; dissolved or terminated member. 608.4351 Appraisal rights; definitions. 608.4352 Right of members to appraisal. 608.4353 Assertion of rights by nominees and beneficial owners. 608.4354 Notice of appraisal rights. 608.4355 Notice of intent to demand payment. 608.4356 Appraisal notice and form. 608.4357 Perfection of rights; right to withdraw. 608.43575 Member’s acceptance of limited liability company’s offer. 608.4358 Procedure if member is dissatisfied with offer. 608.43585 Court action. 608.4359 Court costs and counsel fees. 608.43595 Limitation on limited liability company payment. 608.438 Merger of limited liability company. 608.4381 Action on plan of merger. 608.4382 Certificate of merger. 608.4383 Effect of merger. 608.439 Conversion of certain entities to a limited liability company. 608.4401 Conversion of a domestic limited liability company into another business entity. 608.4402 Action on plan of conversion. 608.4403 Certificate of conversion. 608.4404 Effect of conversion. 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 articles 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. 608.4511 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. 608.601 Member’s derivative actions. 608.701 Application of corporation case law to set aside limited liability. 608.702 Certificates and certified copies to be received in evidence. 608.703 Interrogatories by Department of State. 608.704 Reservation of power to amend or repeal. 608.705 Effect of repeal of prior acts.