November 14, 2019
Print This PagePrint This Page

  *
Session:
Bill #:
Session:
Chamber: View Search Tips
Search Term:
Year: View Search Tips
Search Term:
Select Year:
The Florida Statutes

The 2010 Florida Statutes(including Special Session A)

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 608
LIMITED LIABILITY COMPANIES
View Entire Chapter
F.S. 608.4235
608.4235 Agency of members and managers or managing members.
(1) Subject to subsections (2) and (3):
(a) In a member-managed company, each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the limited liability company’s business or business of the kind carried on by the company binds the limited liability company, unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.
(b) An act of a member which is not apparently for carrying on in the ordinary course the limited liability company’s business or business of the kind carried on by the limited liability company binds the limited liability company only if the act was authorized by appropriate vote of the other members.
(2) Subject to subsection (3), in a manager-managed company:
(a) A member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member. Each manager is an agent of the limited liability company for the purpose of its business, and an act of a manager, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the limited liability company’s business or business of the kind carried on by the company binds the limited liability company, unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.
(b) An act of a manager which is not apparently for carrying on in the ordinary course the limited liability company’s business or business of the kind carried on by the limited liability company binds the limited liability company only if the act was authorized under s. 608.422.
(3) Unless the articles of organization or operating agreement limit the authority of a member, any member of a member-managed company or manager of a manager-managed company may sign and deliver any instrument transferring or affecting the limited liability company’s interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument.
History.s. 1, ch. 99-315; s. 18, ch. 2002-272.
Site Map
Session:   Bills ·   Calendars ·   Bound Journals ·   Citator ·   Search ·   Appropriations ·   Redistricting ·   Bill Information Reports
Committee Publications
Historical Information
Statutes:   Introduction ·   View Statutes ·   Search Statutes
Flsenate.gov
Disclaimer: The information on this system is unverified. The journals or printed bills of the respective chambers should be consulted for official purposes.    Copyright © 2000-2019 State of Florida.     Privacy Statement     Contact Us     Get Acrobat Reader