The Florida Revised Limited Liability Act defaults to a member-managed concept. See, § 608.0407.  To avoid this presumption, the LLC’s operating agreement or articles of organization must provide that the company is or will be manager-managed.  Id.

This is more than a technical change because LLCs that previously operated autonomously through a “managing member” of the LLC may now require a vote and the approval of the members to allow the manager to execute actions that the manger previously accomplished under a “manager-managed concept.”  There may be significant unforeseen and unintended consequences.  It is imperative to address the governing documents of the LLC to ensure viability and authority of the manager-managed LLCs under the Florida Revised Limited Liability Act effective January 1, 2015.


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