The 2013 Florida Legislature made several important changes to the law governing Florida limited liability companies (LLCs). The new law was based primarily on the Revised Uniform Limited Liability Company Act as amended in 2011.

Important changes from the current LLC law include:

  • Expanded list of fiduciary duties and management rules that cannot be “overridden” by the operating agreement
  • Changes to LLC governance, including new member voting rules
  • Elimination of the concept of “managing member”
  • Expanded categories for which indemnification of members and managers is prohibited
  • Expanded “safe harbor” for approving conflict-of-interest transactions
  • Modified rules for “derivative actions,” where a member may bring an action on behalf of the company
  • New provisions relating to equity exchanges and inbound domestications by non-U.S. entities
  • Expanded list of events giving rise to appraisal rates