Who should care about Florida’s new limited liability company (“LLC”) law? By now someone also has told you to revisit all your LLC operating agreements, because pre-existing operating agreements are not permanently grandfathered under the old law. Unless you are an attorney, three things probably came to mind:
1. I didn’t know the old law was broken; was it broken?
2. I don’t want to pay an attorney to revisit an agreement I already paid for once.
3. I don’t want to spend time rehashing complicated, long forgotten issues with the other owners; that was painful enough the first time.
Consistent with our “just the facts” focus, we won’t comment further on those thoughts about the new law. Over the course of this year we will, however, note practical steps you can take to manage the new law. We also will highlight salient real-world issues most deserving a slice of your limited available attention.
For those attempting triage, today we offer this:
1. Since the new act is largely a “default” act and the rules applicable to manager-managed LLCs are not dramatically changed, the new law is less likely to affect existing manager-managed LLCs with comprehensive operating agreements. But if there are gaps in an operating agreement, an operating agreement has terms conflicting with new non-waivable provisions, or the LLC is member-managed, changes in the new law are more likely to materially affect the legal status and operations of the LLC.
2. The new act increases personal liability for claims arising out of incorrect public filings. It is now more important to make sure that public filings, including Annual Reports filed with the Secretary of State, are accurate.
There will be more to come later, but for those with interest now, here is a broader overview of the new law: