Florida Revised Limited Liability Company Act – Company Law
The Florida Revised Limited Liability Company Act is the primary legislation that regulates registration and operation of limited liability companies in Florida. You will find below the key extracts from The Florida Revised Limited Liability Company Act along with the full act.
The name of a limited liability company:
- Must contain the words “limited liability company”
- or the abbreviation “L.L.C.” or “LLC”;
- Must be distinguishable in the records of the Division of Corporations of the department from the names of all other entities or filings, except fictitious name registrations pursuant to s. 865.09, organised, registered, or reserved under the laws of this state, which names are on file with the division; however, a limited liability company may register under a name that is not otherwise distinguishable on the records of the division with the written consent of the owner entity, provided the consent is filed with the division at the time of registration of such name;
- May not contain language stating or implying that the limited liability company is organised for a purpose other than a purpose authorised in this chapter and its articles of organisation;
Registered Office and Registered Agent
Each limited liability company and each foreign limited liability company that has a certificate of authority under s. 605.0902 shall designate and continuously maintain in this state:
- A registered office, which may be the same as its place of business in this state; and
- A registered agent, who must be:
- An individual who resides in this state and whose business address is identical to the address of the registered office; or
- A foreign or domestic entity authorised to transact business in this state whose business address is identical to the address of the registered office.
One or more persons may act as authorised representatives to form a limited liability company by signing and delivering articles of organisation to the department for filing.
The articles of organisation must state the following:
The name of the limited liability company, which must comply with s. 605.0112.
The street and mailing addresses of the company’s principal office.
The name, street address in this state, and written acceptance of the company’s initial registered agent.
If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the authorised representative of the company. That person and the authorised representative may be, but need not be, different persons. If different persons, the authorised representative acts on behalf of the initial member.
If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The authorised representative acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
Certificate of Good Standing
A limited liability company that is administratively dissolved under s. 605.0714 may apply to the department for reinstatement at any time after the effective date of dissolution. The company must submit a form of application for reinstatement prescribed and furnished by the department and provide all of the information required by the department, together with all fees and penalties then owed by the company at the rates provided by law at the time the company applies for reinstatement.