Florida Statutes
Fla. Stat. § 605.0304 (2025)
Liability of members and managers.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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605.0304 Liability of members and managers.—
(1) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the 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.
(2) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the company for a debt, obligation, or other liability of the company.
(3) The limitation of liability in this section is in addition to the limitations of liability provided for in s. 605.04093.
Notes of Decisions
Cited in 5
cases (4 in the last 5 years), 2019–2026 · leading case: Linus Holding Corp. v. Mark Line Indus., LLC, 376 F. Supp. 3d 417 (D.N.J. 2019).
Linus Holding Corp. v. Mark Line Indus., LLC, 376 F. Supp. 3d 417 (D.N.J. 2019). “§ 48-3-304 ; F.S.A. § 605.0304. Although Plaintiff further alleges that, on various occasions, some of the affiliated entities improperly assumed Mark Line's liabilities, that additional allegation, on balance, is insufficient to pierce the corporate veil for the purpose of…”
Sonia Hruska v. On the Edge Dockside LLC (11th Cir. 2022). “2 The restaurant is organized as a limited liability company, and in Florida “[a] member or manager is not personally liable, directly or indirectly, by way of contribu- tion or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or…”
Germain v. Mario's Air Conditioning & Heating, Inc. (M.D. Fla. 2024). “WWM also alleges that Plaintiff fails to include sufficient facts that could establish liability against WWM as the manager of SEHS in light of § 605.0304, F.S., which limits the liability of members or managers of limited liability companies.”
Fratelli bvba v. APM Music Servs., LLC (S.D.N.Y. 2021). “” Fla. Stat. Ann. § 605.0304 (1). Hence, “[a]bsent .”
Jhonny Taborda v. Freedom Mortg. Corp. (S.D. Fla. 2026). “§ 605.0304(1) (“A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company.”
— 605.0304(1) — 1 case
Jhonny Taborda v. Freedom Mortg. Corp. (S.D. Fla. 2026). “§ 605.0304(1) (“A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company.”
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