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.
Articles of Organisation
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 / Certificate of Status
The department, upon request and payment of the requisite fee, shall issue a certificate of status for a limited liability company if the records filed in the department show that the department has accepted and filed the company’s articles of organization. A certificate of status must state the following:
- The company’s name
- That the company was organized under the laws of this state and the date of organization
- Whether all fees due to the department under this chapter have been paid
- If the company’s most recent annual report required under s. 605.0212 has not been filed by the department.
- If the department has administratively dissolved the company or received a record notifying the department that the company has been dissolved by judicial action pursuant to s. 605.0705.
- If the department has filed articles of dissolution for the company
- If the department has accepted and filed a statement of termination
The department, upon request and payment of the requisite fee, shall furnish a certificate of status for a foreign limited liability company if the records filed show that the department has filed a certificate of authority. A certificate of status for a foreign limited liability company must state the following:
- The foreign limited liability company’s name and a current alternate name adopted under s. 605.0906(1) for use in this state.
- That the foreign limited liability company is authorized to transact business in this state
- Whether all fees and penalties due to the department under this chapter or other law have been paid
- If the foreign limited liability company’s most recent annual report required under s. 605.0212 has not been filed by the department If the department has: 1. Revoked the foreign limited liability company’s certificate of authority; or 2. Filed a notice of withdrawal of certificate of authority
- Subject to any qualification stated in the certificate of status, a certificate of status issued by the department is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this state
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.