Fla. Stat. § 608, et al provided authority for a Florida LLC to be “manager-managed” or “member-managed.” The manager, who was not a member, possessed authority to act on behalf of the LLC and bind the LLC while members could have limited or no managerial authority.
Fla. Stat. § 605 provides for a “member management” form of structure not a manager-managed form of structure for the LLC, but only if the operating agreement or articles of organization “expressly” provide that it is manager managed. See, Fla. Stat. § 605.0407. Since managing member was intentionally eliminated in the new statute, it no longer implies a particular management structure.
On January 1, 2015, Fla. Stat. § 608 will be repealed rendering Fla. Stat. § 605 (new statute) as the sole statute governing LLC’s. Thus, it is very important that all Florida LLC’s amend their operating agreement to comply with Fla. Stat. § 605.0407 if it wishes to be operated by a manager, and the operating agreement should be amended to provide a specific grant of authority. This is particularly important for LLC’s formed prior to 1-1-14 and are currently manager managed.