Section 404(d) of the Uniform Limited Liability Company Act (1996) provides: "Action requiring the consent of members or managers under this Act may be taken without a meeting." This is a form of resolution adopted by unanimous consent of the members of a limited liability rather than having a formal meeting.
Florida Unanimous Consent to Action By Sole Member of a Limited Liability Company, in Lieu of a Meeting, Accepting and Appointing a New Member
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FAQ
Like most states, Florida doesn't require SMLLCs to have an operating agreement. While not required, having an operating agreement that establishes rules for the SMLLC is important. The agreement typically covers the member's rights, duties, and obligations, as well as the SMLLC's management structure.
§ 605.0110. Section 605.0110 - Limited liability company property (1) All property originally contributed to the limited liability company or subsequently acquired by a limited liability company by purchase or other method is limited liability company property.
View Entire Chapter 605.0104 Governing law. ?The law of this state governs: (1) The internal affairs of a limited liability company. (2) The liability of a member as member, and a manager as manager, for the debts, obligations, or other liabilities of a limited liability company.
Section 605.0105, Florida Statutes, provides a list of things that an LLC's operating agreement may not do, one of which is to provide indemnification for a member or manager for certain specific actions.
(1) One or more persons may act as authorized representatives to form a limited liability company by signing and delivering articles of organization to the department for filing. (2) The articles of organization must state the following: (a) The name of the limited liability company, which must comply with s. 605.0112.
Section 607.0821 - Action by directors without a meeting (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board ...
605.0106 Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement. 605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
Section 454.18, Florida Statutes, prohibits clerks of court and their deputies from practicing law except for themselves. The below forms were created and provided by the Florida Bar.
