605.04072

Selection and terms of managers in a manager-managed limited liability company.

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605.04072 Selection and terms of managers in a manager-managed limited liability company.—In a manager-managed limited liability company, the following rules apply:

(1) A manager may be chosen at any time by the consent of the member or members holding more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company owned by all of its members.

(2) A person need not be a member to be a manager.

(3) A person chosen as a manager continues as a manager until a successor is chosen, unless the manager at an earlier time resigns, is removed, or dies or, in the case of a manager that is not an individual, terminates.

(4) A manager may be removed at any time without notice or cause by the consent of the member or members holding more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company owned by all of its members.

(5) The dissociation of a member who is also a manager removes the person as a manager.

(6) If a person who is both a manager and a member ceases to be a manager, that cessation does not, by itself, dissociate the person as a member.

(7) A person’s ceasing to be a manager does not discharge a debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager.

History.—s. 2, ch. 2013-180.

Notes of Decisions

Cited in 3 cases (2 in the last 5 years), 2020–2026 · leading case: ADDIEL LOPEZ v. GADI HUS

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ADDIEL LOPEZ v. GADI HUS (2020) fladistctapp · cites it 6× “Despite the plain language of section 605.04072, Lopez is correct that section 605.”

Ricky Dean Kelly v. Bryan F. Aylstock and Aylstock, Witkin, Kreis & Overholtz (2026) flnd · cites it 2× “” See Fla. Stat. § 605.04072 . remand is unwarranted because snap removals are permissible.”

Kelly v. LCL Construction Services LLC (2025) nyed “See Fla. Stat. Ann. § 605.04072 (making clear that a person “need not be a member to be a manager.”

— 605.04072(4) — 1 case

ADDIEL LOPEZ v. GADI HUS (2020) fladistctapp “Despite the plain language of section 605.04072, Lopez is correct that section 605.”

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