Florida State Statute Code

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607.0201

Incorporators.

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Department of State for filing.

607.0206

Bylaws

  1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation unless that power is reserved to the shareholders by the articles of incorporation.
  2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

607.0601

Authorized shares

  1. The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by s. 607.0602 or s. 607.0624.
  2. The articles of incorporation must authorize:
    1. One or more classes of shares that together have unlimited voting rights, and
    2. One or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
  3. The articles of incorporation may authorize one or more classes of shares that:
    1. Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this act;
    2. Are redeemable or convertible as specified in the articles of incorporation:
      1. At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
      2. For cash, indebtedness, securities, or other property; or
      3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
    3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
    4. Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
  4. The description of the designations, preferences, limitations, and relative rights of share classes in subsection (3) is not exhaustive.
  5. Shares which are entitled to preference in the distribution of dividends or assets shall not be designated as common shares. Shares which are not entitled to preference in the distribution of dividends or assets shall be common shares and shall not be designated as preferred shares.

607.0801

Requirement for and duties of board of directors.

  1. Except as provided in s. 607.0732(1), each corporation must have a board of directors.
  2. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under s. 607.0732.

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LLC

608.405

Formation

One or more persons may form a limited liability company.

608.422

Management of the limited liability company

  1. Unless otherwise provided in its articles of organization or the operating agreement, the limited liability company shall be a member-managed company.
  2. In a member-managed company, unless otherwise provided in its articles of organization or operating agreement:
    1. Management shall be vested in its members or elected managing members in proportion to the then-current percentage or other interest of members in the profits of the limited liability company owned by all of the members or elected managing members.
    2. Except as otherwise provided in subsection (3) or in this chapter, the decision of a majority-in-interest of the members or elected managing members shall be controlling.
  3. If the articles of organization or the operating agreement provide for the management of the limited liability company by a manager or managers, the management of the limited liability company shall be vested in a manager or managers and the limited liability company shall be a manager-managed company.
  4. In a manager-managed company, unless otherwise provided in its articles of organization or operating agreement:
    1. Each manager has equal rights in the management and conduct of the limited liability company's business.
    2. Except as otherwise provided in subsection (3) or in this chapter, any matter relating to the business of the limited liability company may be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers.
    3. A manager:
      1. Must be designated, appointed, elected, removed, or replaced by a vote, approval, or consent of a majority-in-interest of the members; and
      2. Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.
  5. Action requiring the consent of members or managers under this chapter may be taken without a meeting, subject to the limitations of s. 608.4231.
  6. Unless otherwise provided in the articles of organization or operating agreement, a member, managing member, or manager may appoint a proxy to vote or otherwise act for the member, managing member, or manager by signing an appointment instrument, either personally or by the member's, managing member's, or manager's attorney-in-fact.
  7. Unless otherwise provided in the articles of organization or operating agreement, a member, managing member, or manager may also hold the offices and have such other responsibilities accorded to them by the members and set out in the articles of organization or the operating agreement of the limited liability company.

608.423

Limited liability company operating agreement

nonwaivable provisions

  1. Except as otherwise provided in subsection (2), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the limited liability company and the conduct of its business, establish duties in addition to those set forth in this chapter, and to govern relations among the members, managers, and company. Any inconsistency between written and oral operating agreements shall be resolved in favor of the written agreement. The members of a limited liability company may enter into an operating agreement before, after, or at the time the articles of organization are filed, and the operating agreement takes effect on the date of the formation of the limited liability company or on any other date provided in the operating agreement. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and limited liability company.
  2. The operating agreement may not:
    1. Unreasonably restrict a right to information or access to records under s. 608.4101;
    2. Eliminate the duty of loyalty under s. 608.4225, but the agreement may:
      1. Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
      2. Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
    3. Unreasonably reduce the duty of care under s. 608.4225;
    4. Eliminate the obligation of good faith and fair dealing under s. 608.4225, but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
    5. Vary the requirement to wind up the limited liability company's business in a case specified in this chapter; or
    6. Restrict rights of a person, other than a manager, member, or transferee of a member's distributional interest, under this chapter.
  3. The power to adopt, alter, amend, or repeal the operating agreement of a limited liability company shall be vested in the members of the limited liability company unless vested in the manager or managers of the limited liability company by the articles of organization or operating agreement, provided that any amendment to a written operating agreement shall be in writing. The operating agreement adopted by the members or by the manager or managers may be repealed or altered; a new operating agreement may be adopted by the members; and the members may prescribe in any operating agreement made by them that such operating agreement may not be altered, amended, or repealed by the manager or managers.
  4. Unless the articles of organization or the operating agreement provides otherwise, if the management of the limited liability company is vested in a manager or managers, the managers may adopt an operating agreement to be effective only in an emergency as defined in subsection (7). The emergency operating agreement, which is subject to amendment or repeal by the members, may make all provisions necessary for managing the limited liability company during an emergency, including procedures for calling a meeting of the managers and designation of additional or substitute managers.
  5. All provisions of the regular operating agreement consistent with the emergency regulations remain effective during the emergency. The emergency operating agreement is not effective after the emergency ends.
  6. Actions taken by the limited liability company in good faith in accordance with the emergency operating agreement have the effect of binding the limited liability company and may not be used to impose liability on a manager, employee, or agent of the limited liability company.
  7. An emergency exists for purposes of this section if the limited liability company's managers cannot readily be assembled because of some catastrophic event.

608.4227

Liability of members, managing members, and managers

  1. Except as provided in this chapter, the members, managers, and managing members of a limited liability company are not liable, solely by reason of being a member or serving as a manager or managing member, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company;
  2. Any such member, managing member, manager, or other person acting under the articles of organization or operating agreement of a limited liability company is not liable to the limited liability company or to any such other member, managing member, or manager for the member's, managing member's, manager's, or other person's good faith reliance on the provisions of the limited liability company's articles of organization or operating agreement; and
  3. The member's, managing member's, manager's, or other person's duties and liabilities may be expanded or restricted by provisions in a limited liability company's articles of organization or operating agreement.