Florida Statutes
Fla. Stat. § 605.0401 (2025)
Becoming a member.
✓ 2025 Florida Statutes — current through the 2025 Regular Session Cite as: Fla. Stat. § 605.0401 (2025)
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605.0401 Becoming a member.—
(1) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the authorized representative of the company. That person and the authorized representative may be, but need not be, different persons. If different persons, the authorized representative acts on behalf of the initial member.
(2) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The authorized representative acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(3) After formation of a limited liability company, a person becomes a member:
(a) As provided in the operating agreement;
(b) As the result of a merger, interest exchange, conversion, or domestication under ss. 605.1001-605.1072, as applicable;
(c) With the consent of all the members; or
(d) As provided in s. 605.0701(3).
(4) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
History.—s. 2, ch. 2013-180; s. 21, ch. 2015-148.
Notes of Decisions
Cited in 3
cases (3 in the last 5 years), 2021–2025 · leading case: Firestone Financial, LLC v. FAP Logistics, LLC
Firestone Financial, LLC v. FAP Logistics, LLC (2024)
“1, 2018); and Fla. Stat. § 605.0401 (4)). On September 20, 2024, Plaintiff filed a response to the Second Order (“Second Response”).”
Miguel Veizaga, Etc. v. Alicia Labrador (2025)
“3d DCA 2018) (interpreting the “plain language” of the limited liability company’s operating agreement to hold that the party failed to comply with the agreement’s requirement for transferring ownership interests in the company); § 605.0401(3), Fla. Stat. (2016) (“After…”
Salameno v. Rawlings (2021)
“4101 (a) (repealed 2015)) In June 2015, Florida amended its LLC membership requirements to provide that “a person could become a member of a Florida LLC ‘[w]ith the consent of all [of the LLC’s] members,’ Fla. Stat. § 605.0401 (3)(c), whether or not that consent was in writing.”
— 605.0401(3) — 1 case
Miguel Veizaga, Etc. v. Alicia Labrador (2025)
“3d DCA 2018) (interpreting the “plain language” of the limited liability company’s operating agreement to hold that the party failed to comply with the agreement’s requirement for transferring ownership interests in the company); § 605.0401(3), Fla. Stat. (2016) (“After…”
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