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Florida – SB 1300, effective January 1, 2014, enacts the Revised Limited Liability Company Act

Senate Bill 1300 signed by the governor June 14 and effective January 1, 2014 enacts the Florida Revised Limited Liability Company Act.  All LLCs formed under the existing LLC act will be governed by the new act effective January 1, 2015.  Among other things, the new act expands the list of non-waivable default rules that cannot be trumped by the operating agreement;  modifies rules for the power of members and managers to bind the company; modifies provisions addressing the LLC’s management structure (including the elimination of the term “managing member”); modifies default management and voting rules; modifies provisions relating to member dissociation and company dissolution; modifies provisions for service of process on LLCs; modifies provisions for derivative actions; adds provisions to permit interest exchanges and in-bound domestications by non-U.S. entities; and modifies appraisal rights provisions, including adding events that trigger appraisal rights.

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