Florida Statutes 605.0401 – Becoming a member
Current as of: 2023 | Check for updates
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(1) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the authorized representative of the company. That person and the authorized representative may be, but need not be, different persons. If different persons, the authorized representative acts on behalf of the initial member.
(2) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The authorized representative acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(3) After formation of a limited liability company, a person becomes a member:
(a) As provided in the operating agreement;
Terms Used In Florida Statutes 605.0401
- Authorized representative: means :(a) In the case of the formation of a limited liability company, a person authorized by a prospective member of the limited liability company to form the company by executing and filing its articles of organization with the department. 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- 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
- Operating agreement: means an agreement, whether referred to as an operating agreement or not, which may be oral, implied, in a record, or in any combination thereof, of the members of a limited liability company, including a sole member, concerning the matters described in…. 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
- Transferable interest: means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether the person remains a member or continues to own a part of the right. See Florida Statutes 605.0102
(b) As the result of a merger, interest exchange, conversion, or domestication under ss. 605.1001–605.1072, as applicable;(c) With the consent of all the members; or(d) As provided in s. 605.0701(3).(4) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.