605.0701

Events causing dissolution.

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605.0701 Events causing dissolution.—A limited liability company is dissolved and its activities and affairs must be wound up upon the occurrence of the following:

(1) An event or circumstance that the operating agreement states causes dissolution.

(2) The consent of all the members.

(3) The passage of 90 consecutive days during which the company has no members, unless:

(a) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and

(b) At least one person becomes a member in accordance with the consent.

(4) The entry of a decree of judicial dissolution in accordance with s. 605.0705.

(5) The filing of a statement of administrative dissolution by the department pursuant to s. 605.0714.

History.—s. 2, ch. 2013-180.

Notes of Decisions

Cited in 2 cases (2 in the last 5 years), 2024–2024 · leading case: Precious Ezeamama v. In Re: The Estate of Catherine Ezeamama Chibugo

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Precious Ezeamama v. In Re: The Estate of Catherine Ezeamama Chibugo (2024) fladistctapp · cites it 2× “Not until ninety days after she passed—well after the probate court’s April 6, 2023 denial of the Motion to Determine Assets—did it become an event causing dissolution under section 605.0701. Section 605.0707 then requires the LLC to be dissolved by filing articles of…”

Top Tracking System LLC v. Castellanos (2024) flsd · cites it 2× “To plausibly state a claim for dissolution on the first basis, Defendants must establish that the waste or misappropriation of Top Tracking’s assets is causing injury to either Top Tracking itself or to one or more of the company’s members.”

— 605.0701(1) — 1 case

Precious Ezeamama v. In Re: The Estate of Catherine Ezeamama Chibugo (2024) fladistctapp “Not until ninety days after she passed—well after the probate court’s April 6, 2023 denial of the Motion to Determine Assets—did it become an event causing dissolution under section 605.0701. Section 605.0707 then requires the LLC to be dissolved by filing articles of…”

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