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Substantive changes to Florida’s LLC law

Florida’s legislature approved significant changes to the state’s Revised Limited Liability Company Act during the 2015 session. The new Florida law (20114-148) accomplished the following:

  • It explained that a third-party is not deemed to have notice of a person’s lack of authority to transfer real property on behalf of the Florida limited liability company (LLC) unless the limitation of authority is contained in certain public records;
  • It confirmed that actions of members can be taken without a meeting subject to certain conditions;
  • It required a member-managed LLC to respond to a demand by a member for certain information within 10 days of the request;
  • It repealed a provision of the Act that caused confusion—between an LLC’s articles of organization and an LLC’s operating agreement—as the controlling instrument if there is a conflict with respect to the LLC’s management structure;
  • It repealed a provision of the Act that prohibited an LLC’s operating agreement from affecting the power of a person to dissociate from the LLC;
  • It repealed a certain limitation of remedies in appraisal events if the event giving rise to appraisal rights is based on an interested party transaction;
  • It specified the information that an LLC (domestic and foreign) must include on their application for reinstatement when the LLC has been administratively dissolved; and
  • It authorized the members to alter or eliminate a member’s or manager’s fiduciary duties by the terms of the operating agreement.

FL-2015These amendments and other recent changes to Florida business law are captured in the recently released 2015 Edition of Florida Laws Governing Business Entities. Published by CSC®Publishing in collaboration with LexisNexis, this resource is the most comprehensive collection of annotated Florida business statutes available.

The 2015 Edition features over 40 new or amended statutes incorporating changes made through the end of the 2015 Session. Also, for the first time this year, we have included chapters from the UCC covering Secured Transactions and Investment Securities.

Over two dozen new annotations from Florida state and federal courts interpreting Florida law have been added, as well as five full-text cases concerning recent legal developments in limited partnerships, direct actions against shareholders, impairment of not-for-profit corporation contracts, breach of fiduciary duty by an LLC member, and expulsion of an LLC member.

There is also detailed analysis of the new legislation prepared by Daniel Jacobson, a partner at Akerman LLP in Miami that will assist you in understanding the impact of this year’s new laws.

The companion CD-ROM contains over 70 forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all business entity types in Florida. A listing of forms and contact information for Florida’s Division of Corporations can be found in the book’s appendix.

Florida Laws Governing Business Entities is available as a softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.


To learn more about the 2015 Edition of Florida Laws Governing Business Entities, call 1.800.533.1637 or visit us online at