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The Florida Statutes

The 2006 Florida Statutes

Chapter 608
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Chapter 608, Florida Statutes 2006



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.