The New Florida LLC & what it means for your LLC

The New Florida LLC

Every LLC formed in Florida on or after July 1, 2014 will fall under the provisions of the New Florida LLC Act, which will be Chapter 605 in the Florida Statutes.

If you already have an LLC prior to July 1, 2014 then you may elect for the New Florida LLC Act to apply between July 1, 2014 and January 1, 2015.  However, regardless of your election, the New Florida LLC Act will apply to all LLC’s as of January 1, 2015.

The committee of the Business Law Section for the Florida Bar has been working on the revisions to the Act for nearly five years.  The New Florida LLC Act, Chapter 605 will replace the existing Florida LLC Act, currently Chapter 608 of the Florida Statutes.

The committee based the revisions around the Uniform Law Commission’s 2006 Revised Uniform Limited Liability Company Act (RULLCA), provisions in the existing Act, the ABA Revised Prototype LLC Act, and the Revised Model Corporation Business Act, among LLC statutes borrowed from Delaware and other states.

The following is a non-exclusive list of additional provisions that are now non-waivable in Florida:

1)  Provisions that effect how an LLC deals with registered agents and the Florida Department of State.

2)  Inability of the LLC to waive liability of a person who has acted in bad faith or willfully misconduct while knowing the conduct to be in violation of a law.

3)  The LLC’s ability to sue and be sued in the name of the LLC.

4) FL LLC’s will not be able to change the governing law to any other than Florida.

The changes and additions for the New Florida LLC Act span approximately 140 pages, there are potentially extensive and serious consequences for those who currently operate under an LLC who do not review these provisions and for those new companies who form an LLC without taking the precautions to ensure they are working under valid operating agreements.

For more information on the New Florida LLC Act please visit:

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