Florida Statutes

Fla. Stat. § 605.0502 (2025)

Transfer of transferable interest.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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605.0502 Transfer of transferable interest.—

(1) Subject to s. 605.0503, a transfer, in whole or in part, of a transferable interest:

(a) Is permissible;

(b) Does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and

1. Participate in the management or conduct of the company’s activities and affairs; or

2. Except as otherwise provided in subsection (3), have access to records or other information concerning the company’s activities and affairs.

(2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(3) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution.

(4) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(5) A limited liability company need not give effect to a transferee’s rights under this section until the company knows or has notice of the transfer.

(6) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person who has knowledge or notice of the restriction at the time of transfer.

(7) Except as otherwise provided in s. 605.0602(5)(b), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.

(8) If a member transfers a transferable interest to a person who becomes a member with respect to the transferred interest, the transferee is liable for the member’s obligations under ss. 605.0403 and 605.0406(3) which are known to the transferee at the time the transferee becomes a member.

History.—s. 2, ch. 2013-180.

Notes of Decisions

Cited in 2 cases (1 in the last 5 years), 2020–2022 · leading case: John a. Kostoglou v. John Fortuna (Fla. 4th DCA 2020).

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John a. Kostoglou v. John Fortuna (Fla. 4th DCA 2020). · cites it 4× “0502(2), Florida Statutes, which states that “[a] transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.”

Scotello v. The Turin Aviation Grp., LLC (M.D. Fla. 2022). “This concept is reiterated under Section 605.0502(2), where it states that “[a] transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.”

— 605.0502(2) — 2 cases

John a. Kostoglou v. John Fortuna (Fla. 4th DCA 2020). “0502(2), Florida Statutes, which states that “[a] transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.”

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