Florida’s Revised Limited Liability Company Act: Part II – Filing Statements of Authority
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This blog post is the second in a series of posts focusing on Florida’s Revised Limited Liability Company Act, which was passed into law in June 2013 and is codified in Chapter 605, Florida Statutes. The Revised Act takes effect January 1, 2014 for all LLCs formed after that date. For LLCs formed prior to 2014, the Revised Act becomes mandatory on January 1, 2015. Although much of Florida law governing LLCs remains the same under the Revised Act, there are a few significant changes that managers and members of LLCs should be aware of and that may require revisions to existing operating agreements. This post discusses the filing of the statement of authority, which the Revised Act allows pursuant to Section 605.0302, Florida Statutes.
The filing of a statement of authority with the Florida Secretary of State, Division of Corporations, is a method by which LLCs can place the general public on constructive notice as to whom has the authority to bind the LLC. This is a separate issue from who may have a vote regarding the actions and affairs of the LLC. If the LLC is member-managed, then all members may have a vote; however, the statement of authority designates which of those members has the authority to bind the LLC via contractual relationships and obligations. The LLC can also file a statement on the limitations of authority in order to specify the boundaries of a certain member’s authority. Fla. Stat. § 605.0302(1)(b).
The statement of authority must include the name of the LLC as it appears on its records, and the street and mailing addresses of its principal office. Fla. Stat. § 605.0302(1)(a). Specifically, the statement of authority may provide for the authority, or the limitation of authority, when it comes to matters such as:
- Executing an instrument that transfers real property held in the name of the company. Fla. Stat. § 605.0302(1)(b)1. (However, in order to give constructive notice to the public of a limitation on the authority to transfer real property held in the name of the LLC, a certified copy of the statement of authority must also be recorded in the county where that real property is located.) Fla. Stat. § 605.0302(7).
- Entering into other transactions on behalf of, or otherwise acting for or binding, the company. Fla. Stat. § 605.0302(1)(b)2.
Unless cancelled, a statement of authority remains effective for only five years, after which it is automatically cancelled by operation of law. Fla. Stat. § 605.0302(10). A statement of dissociation or a statement of resignation terminates the authority of the person who filed the statement of authority. Fla. Stat. § 605.0302(11). Under the Revised Act, an LLC does have the option to file an amended statement of authority if one is ever needed. Fla. Stat. § 605.0302(2). Moreover, a filed statement of authority can be cancelled by the filing of articles of dissolution or termination. Fla. Stat. § 605.0302(8). Once an LLC’s articles of dissolution become effective, the LLC may then file and record a post-dissolution statement of authority for the purposes of winding down. Fla. Stat. § 605.0302(9).
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