Fla. Stat. Chp. 608 was repealed effective January 1, 2015 (the “old” LLC act). The revised LLC act, Fla. Chp. 605 (the “new” LLC act) now applies to all LLCs operating in Florida. The new act will control all Florida LLCs subsequent to January 1, 2015.
The revised act is based on the Revised Uniform Limited Liability Company Act of 2006 as amended in 2011 (RULLCA). RULLCA is a uniform Limited Liability Act created a drafted by the Uniform Law Commission (ULC). The ULC seeks to provide clarity and consistency in law by providing “uniform standards” to limit the variation from state to state. While RULLCA is the “core document” that comprises the new LLC act, the new act deviates in many key provisions from RULLCA.
- The Operating Agreement
The new act continues to be “default” statute, and as such, the statutory provision(s) prevail in the absence of guidance provided by the operating agreement. Notwithstanding additional default provisions that are added to the statute, the new act emphasizes the right of freedom of contract that makes the operating agreement more important than ever.
The LLC is a function of contract, so the operating agreement governs the relationship among members, between members and the company, provides for rights and duties, governs the conduct of the company, and provides for the mechanism to amend and change the company via the operating agreement. Fla. Stat. § 605.0105 provides the basic foundation for the essentials of an LLC operating agreement including default rules as well as “non-waivable” provisions.
We will further brief this expansive topic in a series of postings on this blog. If you are a member or manager of an existing Florida LLC, contact your legal advisors to set up an appointment to discuss the implications of the new act. You are welcome to contact this firm or firstname.lastname@example.org with any specific questions.