The revised Limited Liability Act applies to all Limited Liability Companies in Florida effective January 1, 2015.  See, Chapter 605, Florida Stat.  The previous Limited Liability Act was phased out completely on December 31, 2014.  One important change in the New Act is found in Fla. Stat. § 605.0407, which provides that a LLC is member-managed unless the operating agreement expressly provides for a manager-managed concept.  In fact, “managing-member” is no longer recognized on Department of State, Division of Corporation Filings.

For LLCs that were member-managed in 2014, the statute appears to mandate revision to the Operating Agreement.  Otherwise, previous conduct by the Manager in 2014 that was authorized may now require a vote or approval of the members.  The authority of the Manager may revert unintentionally to the member(s).   Thus, it is important for all LLCs to review their operating agreement(s) to ensure compliance with the New Act, and most importantly, verify that control is in hands of the intended personnel.


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