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Legal Update: Changes in Current LLC Company Act

Adriaan Brits

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How Will The Newly Revised Florida LLC Statute Affect Starting Businesses in 2022?

The State of Florida has recently announced its new legal requirements for business owners looking to register their businesses as Limited Liability Companies (LLCs).  

The SunBiz Online Portal and this PDF Articles of Organisation form has been specifically created to ‘’guide’’ entrepreneurs and allow them to understand the best ways that they can comply with the newly introduced statutory requirements. 

Let’s have a look at these below. 

New Law: Florida LLC Formation Statute

Florida’s LLC formation requirements can be found in the newly revised Limited Liability Company Act. 

In accordance with 605.0201 Formation of limited liability company; articles of organization, several prerequisites need to be satisfied in order to successfully register a company as an LLC. These include:

  • At least one person is required to act as an ‘’authorized representative’’ so as to form an LLC; this is done by signing and delivering a business’s Articles of Organisation to Florida’s department for filing.
  • Articles of Organisation requirements mandated that they include: a) the name of the LLC (so as to comply with s.605.0112), b) the location of the business’s primary company office, and c) a written acceptance from the business’s registered agent.

Additionally, even though your company’s articles of organisation may contain additional information on subjects which are not mandated by subsection 2, they cannot be written in a way so as to undermine the previously specified provisions found in s.605.0407(3). 

Any consequent provisions may include one or more of the following in accordance with subsection (3) of s.605.0201:

  • A company declaration that relates to the managerial structure of the company and clearly states whether the LLC in question will be manager-managed or not (as defined by s.605.0407).
  • If the business in question does in fact follow a manager-managed structure, the name and address of one or more of the managers can be included. 
  • If the business in question follows a member-managed structure, the name and address of one or more of the members can be included.
  • Any descriptive information relating to the authority (or lack of authority) of a specific individual or a specific position within the LLC may also be included.
  • This list is not exhaustive, so any other similar issues can also be included.

Individuals interested in forming their very own LLC business should know that- in accordance with s.605.0201(4) of the new act, an LLC is only registered officially when: a) the company’s articles of organisation satisfy all the prerequisites of s.605.0207, and b) when at least one person becomes an LLC member when the articles of organisation become accepted. 

Legal Analysis & Summary

The aforementioned statute provides the detailed and rigid requirements of setting up an LLC business in the state of Florida. Individuals interested in handling this process independently (without hiring lawyers or third-party business formation services) should know that the State of Florida accepts both mail-in and remote filing registration. 

Summary: Required Information for Florida LLC Formation

  • The name of the LLC business in question (must satisfy statutory requirements set out above).
  • The address of the LLC business’s primary office.
  • The LLC business’s registered agent’s name, address (must be in the State of Florida), and signature of acceptance. 

Summary: Optional Information for Florida LLC Formation

  • LLC owners ( or the third parties that handle their formation process) are allowed to add their own tailored provisions as long as they do not directly undermine the Florida LLC laws set out above.
  • LLC owners (or the third parties that handle their formation process) can additionally choose to declare the type of managerial structure that they will be working under. If this is not done, the state will presume that the applicant business entails at least one member.

Conclusion

The newly revised LLC statute requires significant consideration for business owners looking to register their businesses within the state of Florida. Individuals are encouraged to hire affordable, third-party incorporation services, as these can save starting business owners a prolific amount of time (especially when considering the new nature of the aforementioned laws). 

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