By: Amanda Wilson
Does your business use one or more Florida LLCs or limited liability companies? If so, you need to be aware that as of January 1, 2015, the Florida Limited Liability Company Act will be completely replaced with the Revised Limited Liability Company Act (the “New Act”). The New Act is currently in effect for any Florida LLCs formed this year. More importantly, the New Act goes into effect for all Florida LLCs as of January 1, 2015. There is no grandfathering provision for old LLCs. Starting next year, this New Act applies to all Florida LLCs.
Why does this matter? The New Act is a complete re-write of the existing Florida act dealing with LLCs, and as a result there are many important changes. The New Act imposes 11 new non-waivable provisions. For example, as of January 1, 2015, any member has the right to withdraw from a Florida LLC, even if the LLC’s Operating Agreement provides that a member may not withdraw without consent. Another important change is that the New Act no longer recognizes the concept of a Managing Member, a concept that is found in many existing Florida LLCs. These are examples of only a few of the changes. There are many more.
For this reason, if your business uses a Florida LLC, you need to review the New Act and/or contact a legal advisor. Otherwise, you might be facing some surprises with the start of the new year.