(2) If the court orders inspection or copying of the records demanded, it shall also order the limited liability company to pay the costs, including reasonable attorney fees, reasonably incurred by the member, manager, or other person seeking the records to obtain the order and enforce its rights under this section unless the limited liability company proves that it refused inspection in good faith because the company had a reasonable basis for doubt about the right of the member, manager, or such other person to inspect or copy the records demanded.
Full Answer
605.1067 - Member’s acceptance of limited liability company’s offer. 605.1068 - Procedure if member is dissatisfied with offer. 605.1069 - Court action. 605.1070 - Court costs and attorney fees. 605.1071 - Limitation on limited liability company payment. 605.1072 - Other remedies limited. 605.1101 - Uniformity of application and construction.
Terms Used In Florida Statutes > Chapter 605 - Florida Revised Limited Liability Company Act Acquired entity: means the entity that has all of one or more of its classes or series of interests acquired in an interest exchange. See Florida Statutes 605.0102
See Florida Statutes 605.0102 Manager: means a person who, under the operating agreement of a manager-managed limited liability company, is responsible, alone or in concert with others, for performing the management functions stated in ss. See Florida Statutes 605.0102
See Florida Statutes 627.971 Affiliated company: means a company in the same corporate system as a parent, an industrial insured, or a member organization by virtue of common ownership, control, operation, or management. See Florida Statutes 628.901
(1) A plan of merger may be amended only with the consent of each party to the plan except as otherwise provided in the plan or in the organic rules of each such enti ty. (2) A merging limited liability company may approve an amendment of a plan of merger:
605.0117 Service of process, notice, or demand.
The public organic record, if any, or private organic rules of the surviving entity which will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or. 3.
(24) “Filing entity” means an entity whose formation requires the filing of a public organic record. (25) “Foreign,” with respect to an entity, means an entity whose jurisdiction of formation is a jurisdiction other than this state.
605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.
If a single-member limited liability company is disregarded as an entity separate from its owner for federal income tax purposes, its activities are, for purposes of taxation under chapter 220, treated in the same manner as a sole proprietorship, branch, or division of the owner.
605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
(24) “Filing entity” means an entity whose formation requires the filing of a public organic record. (25) “Foreign,” with respect to an entity, means an entity whose jurisdiction of formation is a jurisdiction other than this state.
The member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information, and if the information sought is directly connected to the member’s purpose.
1. The distribution is authorized if the payment occurs within 120 days after that date; or
A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company.
If a single-member limited liability company is disregarded as an entity separate from its owner for federal income tax purposes, its activities are, for purposes of taxation under chapter 220, treated in the same manner as a sole proprietorship, branch, or division of the owner.
605.0107 - Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
605.0601 - Power to dissociate as member; wrongful dissociation.
605.0202 - Amendment or restatement of articles of organization.
605.0304 - Liability of members and managers.
Acquired entity: means the entity that has all of one or more of its classes or series of interests acquired in an interest exchange. See Florida Statutes 605.0102. Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. See Florida Statutes 605.0102.
Articles of organization: means the articles of organization required under…. See Florida Statutes 605.0102. Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account. Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
Distribution: means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. See Florida Statutes 605.0102
Affiliated company: means a company in the same corporate system as a parent, an industrial insured, or a member organization by virtue of common ownership, control, operation, or management. See Florida Statutes 628.901
Day: means a calendar day . See Florida Statutes 605.0102