Florida LLC Continuing Obligations

Annual Report

Each limited liability company shall file the following annual report that lists:

  • The LLC name and the jurisdiction under whose law it is organized
  • The date of organization, or if a foreign LLC, the date on which it was admitted to do business in the state
  • The street address and county of its registered office
  • The name of its registered agent at that office in this state
  • The street and mailing address of its principal place of business
  • The LLC’s federal employer identification number or, if none, whether one has been applied for
  • The names and business, residence, or mailing address of its managing members or managers
  • Any additional information that is necessary for the Secretary of State

Records

Each limited liability company shall keep following records open to inspection at its office:

  • A current list of the full names and last known business, residence, or mailing addresses of all members, managers, and managing members
  • A copy of the articles of organization, all certificates of conversion, and any other documents filed with the Department of State concerning the limited liability company, together with executed copies of any powers of attorney pursuant to which any articles of organization or certificates were executed
  • Copies of the LLC’s federal, state, and local income tax returns and reports, if any, for the 3 most recent years
  • Copies of any then-effective operating agreement and any financial statements of the LLC for the 3 most recent years
  • Unless contained in the articles of organization or the operating agreement, a writing setting out:
    • The amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute
    • The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made
    • Any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up

Dissolution

Acts Triggering Dissolution

Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:

  • Upon the happening of an event specified in the articles or operating agreement
  • At a time specified in the articles or operating agreement
  • Upon the written consent of all of the members
  • At the time a member dissociates unless, within 90 days, or as provided in the operating agreement, to continue the business, unless otherwise provided in the operating agreement, the personal or other legal representative of the last remaining member agrees in writing to continue the limited liability company and agrees to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member
  • Entry of a judge’s order

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