Florida Statute 605.0408 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT

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F.S. 605.0408

605.0408 Reimbursement, indemnification, advancement, and insurance.—

(1) A limited liability company may reimburse a member of a member-managed company or a manager of a manager-managed company for any payment made by the member or manager in the course of the member’s or manager’s activities on behalf of the company if the member or manager complied with ss. 605.0407-605.04074, this section, and s. 605.04091 in making the payment.

(2) A limited liability company may indemnify and hold harmless a person with respect to a claim or demand against the person and a debt, obligation, or other liability incurred by the person by reason of the person’s former or present capacity as a member or manager if the claim, demand, debt, obligation, or other liability does not arise from the person’s breach of s. 605.0405, s. 605.0407, s. 605.04071, s. 605.04072, s. 605.04073, s. 605.04074, or s. 605.04091.

(3) In the ordinary course of its activities and affairs, a limited liability company may advance reasonable expenses, including attorney fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person’s former or present capacity as a member or manager if the person promises to repay the company in the event that the person ultimately is determined not to be entitled to be indemnified under subsection (2).

(4) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if:

(a) Under s. 605.0105(3)(g), the operating agreement could not eliminate or limit the person’s liability to the company for the conduct giving rise to the liability; and

(b) Under s. 605.0105(3)(p), the operating agreement could not provide for indemnification for the conduct giving rise to the liability.

History.—s. 2, ch. 2013-180.

F.S. 605.0408 on Google Scholar

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Amendments to 605.0408

Arrestable Offenses / Crimes under Fla. Stat. 605.0408

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 605.0408.

Annotations, Discussions, Cases:

Cases Citing Statute 605.0408

Total Results: 2

AMERICAN SALES AND MANAGEMENT ORGANIZATION LLC D/B/A EULEN AMERICA v. LUIS RODRIGUEZ LOPEZ

Court: Fla. Dist. Ct. App. | Date Filed: 2023-03-22T00:53:00-07:00

Snippet: determination, the plain language of sections 605.0408, 605.04091, and 605.0105, Florida Statutes (2016…Rodriguez on his indemnification claim. Section 605.0408(2), Florida Statutes (2016), provides: …violation of law.” § 605.04091(3). Again, section 605.0408(2) precludes indemnification where the claim …indemnification for a member or manager under s. 605.0408 for any of the following: 1. Conduct involving

Mvw Management, LLC v. Regalia Beach Developers, LLC

Court: Fla. Dist. Ct. App. | Date Filed: 2017-09-06T00:00:00-07:00

Citation: 230 So. 3d 108

Snippet: liability company and would be governed by section 605.0408. 3D16-2198 District Court of Appeal