Florida Statutes 605.0103 – Knowledge; notice
Current as of: 2023 | Check for updates
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(1) A person knows a fact if the person:
(a) Has actual knowledge of the fact; or
Terms Used In Florida Statutes 605.0103
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of conversion: means the articles of conversion required under…. See Florida Statutes 605.0102
- Articles of domestication: means the articles of domestication required under…. See Florida Statutes 605.0102
- Articles of interest exchange: means the articles of interest exchange required under…. See Florida Statutes 605.0102
- Articles of merger: means the articles of merger required under…. See Florida Statutes 605.0102
- Articles of organization: means the articles of organization required under…. See Florida Statutes 605.0102
- Conversion: means a transaction authorized under ss. See Florida Statutes 605.0102
- Domestication: means a transaction authorized under ss. See Florida Statutes 605.0102
- Interest: means :(a) A share in a business corporation;(b) A membership in a nonprofit corporation;(c) A partnership interest in a general partnership;(d) A partnership interest in a limited partnership;(e) A membership interest in a limited liability company;(f) A share or beneficial interest in a real estate investment trust;(g) A member's interest in a limited cooperative association;(h) A beneficial interest in a statutory trust, business trust, or common law business trust; or(i) A governance interest or distributional interest in another entity. See Florida Statutes 605.0102
- Manager: means a person who, under the operating agreement of a manager-managed limited liability company, is responsible, alone or in concert with others, for performing the management functions stated in ss. See Florida Statutes 605.0102
- Member: means a person who:
(a) Is a member of a limited liability company under…. See Florida Statutes 605.0102- Merger: means a transaction authorized under ss. See Florida Statutes 605.0102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or another legal or commercial entity. See Florida Statutes 605.0102
- Property: means all property, whether real, personal, mixed, tangible, or intangible, or a right or interest therein. See Florida Statutes 605.0102
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Transfer: includes :
(a) An assignment. See Florida Statutes 605.0102(b) Is deemed to know the fact under paragraph (4)(b), or a law other than this chapter.(2) A person has notice of a fact when the person:(a) Has reason to know the fact from all of the facts known to the person at the time in question; or(b) Is deemed to have notice of the fact under paragraph (4)(b).(3) Subject to s. 605.0210(8), a person notifies another person of a fact by taking steps reasonably required to inform the other person in the ordinary course of events, regardless of whether those steps actually cause the other person to know of the fact.(4) A person who is not a member is deemed to:(a) Know of a limitation on authority to transfer real property as provided in s. 605.0302(7); and(b) Have notice of a limited liability company’s:1. Dissolution, 90 days after the articles of dissolution filed under s. 605.0707 become effective;2. Termination, 90 days after a statement of termination filed under s. 605.0709(7) becomes effective;3. Participation in a merger, interest exchange, conversion, or domestication, 90 days after the articles of merger, articles of interest exchange, articles of conversion, or articles of domestication under s. 605.1025, s. 605.1035, s. 605.1045, or s. 605.1055, respectively, become effective;4. Declaration in its articles of organization that it is manager-managed in accordance with s. 605.0201(3)(a); however, if such a declaration has been added or changed by an amendment or amendment and restatement of the articles of organization, notice of the addition or change may not become effective until 90 days after the effective date of such amendment or amendment and restatement; and5. Grant of authority to or limitation imposed on the authority of a person holding a position or having a specified status in a company, or grant of authority to or limitation imposed on the authority of a specific person, if the grant of authority or limitation imposed on the authority is described in the articles of organization in accordance with s. 605.0201(3)(d); however, if that description has been added or changed by an amendment or an amendment and restatement of the articles of organization, notice of the addition or change may not become effective until 90 days after the effective date of such amendment or amendment and restatement. A provision of the articles of organization that limits the authority of a person to transfer real property held in the name of the limited liability company is not notice of such limitation to a person who is not a member or manager of the company, unless such limitation appears in an affidavit, certificate, or other instrument that bears the name of the limited liability company and is recorded in the office for recording transfers of such real property.