Florida Adopts New LLC Act


The 2013 Florida Legislature adopted a new LLC act and the governor is expected to sign it shortly. The new law creates Chapter 605 of the Florida Statutes, which will be effective January 1, 2014. Generally speaking, until January 1, 2015, LLCs formed in Florida before January 1, 2014 will continue to be subject to current law (Chapter 608), unless they elect to be governed by the new law earlier than that date. In addition, all records filed on or after January 1, 2014 with the Department of State by a Florida or foreign LLC must comply with the filing requirements of the new law. On January 1, 2015, all LLCs must adhere to the new law.

The new law is based for the most part on the Revised Uniform Limited Liability Company Act (2006, as amended in 2011), but retains many Florida LLC Act provisions and concepts while incorporating language and concepts from other sources, including other Florida business entity statutes, the American Bar Association’s Prototype LLC Act and Revised Model Business Corporation Act, and the business entity laws of other states.

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