1. The Florida Revised Limited Liability Act, effective for new LLCs from July 1, 2014, and for existing LLCs from January 1, 2015, is largely based on the Uniform Law Commission’s 2006 Revised Uniform Limited Liability Company Act.
2. The new Act is a default statute, meaning that many provisions only apply if not addressed in the LLC’s operating agreement. Nonwaivable default provisions did expand, but an LLC’s operating agreement still holds significant power.
3. Changes under the new Act include replacing the “business judgment rule” with a duty to refrain from certain conduct, eliminating the concept of “managing member,” and limiting the indemnification of members and managers. – Effective service of process on LLCs has been changed under the new Act.
– The rules for derivative actions have been modified, changing the way members can bring an action on behalf of the LLC.
– The new Act changes the rules governing member dissociation, dissolution of the LLC, judicial dissolution process, and appointment of receivers.
– The default voting rules for members and managers have been modified.
– The rules governing the power of members and managers to bind the LLC have been modified. Statements of Authority can now be filed to notify the public of who has authority to bind the LLC.
– The provisions concerning mergers and conversions of LLCs have been modified.
– Florida LLCs are now allowed to have non-economic members.
– The Olmstead case, which holds that a charging order is the sole and exclusive remedy of a judgment creditor seeking to levy against a member’s LLC interest, remains unchanged.
– Certain provisions cannot be overridden by operating agreements, including a member’s liability for bad faith or willful misconduct, the power of a member to disassociate, and the right of one member to bring action against another member. – Florida’s new LLC Act is designed to make the LLC form of company formation more appealing for entrepreneurs and business owners.
– It is important for business owners to understand how the new laws will impact their businesses.
– It is recommended that all current Florida LLCs have their operating agreements reviewed in light of the changes made to Florida’s LLC laws to prepare for the coming changes.
https://www.jimersonfirm.com/blog/2013/07/floridas-revised-llc-act-and-how-it-affects-both-new-and-existing-llcs/
Leave a Reply