A person is dissociated as a member if any of the following occur:

(1) The company has notice of the person’s express will to withdraw as a member, but if the person specified a withdrawal date later than the date the company had notice, on that later date.
(2) An event stated in the operating agreement as causing the person’s dissociation occurs.
(3) The person’s entire interest is transferred in a foreclosure sale under s. 605.0503(5).
(4) The person is expelled as a member pursuant to the operating agreement.
(5) The person is expelled as a member by the unanimous consent of the other members if any of the following occur:

(a) It is unlawful to carry on the company’s activities and affairs with the person as a member.
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Terms Used In Florida Statutes 605.0602

  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Conversion: means a transaction authorized under ss. See Florida Statutes 605.0102
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Entity: means :
    1. See Florida Statutes 605.0102
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Inter vivos: Transfer of property from one living person to another living person.
  • Interest: means :
    (a) A share in a business corporation;
    (b) A membership in a nonprofit corporation;
    (c) A partnership interest in a general partnership;
    (d) A partnership interest in a limited partnership;
    (e) A membership interest in a limited liability company;
    (f) A share or beneficial interest in a real estate investment trust;
    (g) A member's interest in a limited cooperative association;
    (h) A beneficial interest in a statutory trust, business trust, or common law business trust; or
    (i) A governance interest or distributional interest in another entity. See Florida Statutes 605.0102
  • Interest exchange: means a transaction authorized under ss. See Florida Statutes 605.0102
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Legal representative: means , with respect to a natural person, the personal representative, executor, guardian, or conservator or any other person who is empowered by applicable law with the authority to act on behalf of the natural person, and, with respect to a person other than a natural person, a person who is empowered by applicable law with the authority to act on behalf of the person. See Florida Statutes 605.0102
  • Member: means a person who:
    (a) Is a member of a limited liability company under…. See Florida Statutes 605.0102
  • Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See Florida Statutes 605.0102
  • Merger: means a transaction authorized under ss. See Florida Statutes 605.0102
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Operating agreement: means an agreement, whether referred to as an operating agreement or not, which may be oral, implied, in a record, or in any combination thereof, of the members of a limited liability company, including a sole member, concerning the matters described in…. See Florida Statutes 605.0102
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or another legal or commercial entity. See Florida Statutes 605.0102
  • Property: means all property, whether real, personal, mixed, tangible, or intangible, or a right or interest therein. See Florida Statutes 605.0102
  • Surviving entity: means the entity that continues in existence after or is created by a merger. See Florida Statutes 605.0102
  • Transfer: includes :
    (a) An assignment. See Florida Statutes 605.0102
  • Transferable interest: means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether the person remains a member or continues to own a part of the right. See Florida Statutes 605.0102
  • Trustee: A person or institution holding and administering property in trust.
(b) There has been a transfer of the person’s entire transferable interest in the company other than:

1. A transfer for security purposes; or
2. A charging order in effect under s. 605.0503 which has not been foreclosed.
(c) The person is a corporation and:

1. The company notifies the person that it will be expelled as a member because the person has filed articles or a certificate of dissolution or the equivalent, the person has been administratively dissolved, its charter or equivalent has been revoked, or the person’s right to conduct business has been suspended by the person’s jurisdiction of its formation; and
2. Within 90 days after the notification, the articles or certificate of dissolution or the equivalent has not been revoked or its charter or right to conduct business has not been reinstated.
(d) The person is an unincorporated entity that has been dissolved and whose business is being wound up.
(6) On application by the company or a member in a direct action under s. 605.0801, the person is expelled as a member by judicial order because the person:

(a) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company’s activities and affairs;
(b) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under s. 605.04091; or
(c) Has engaged or is engaging in conduct relating to the company’s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member.
(7) In the case of an individual:

(a) The individual dies; or
(b) In a member-managed limited liability company:

1. A guardian or general conservator for the individual is appointed; or
2. There is a judicial order that the individual has otherwise become incapable of performing the individual’s duties as a member under this chapter or the operating agreement.
(8) In a member-managed limited liability company, the person:

(a) Becomes a debtor in bankruptcy;
(b) Executes an assignment for the benefit of creditors; or
(c) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person’s property.
(9) In the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the company is distributed.
(10) In the case of a person that is an estate or is acting as a member by virtue of being a legal representative of an estate, the estate’s entire transferable interest in the company is distributed.
(11) In the case of a person that is not an individual, the existence of the person terminates.
(12) The company participates in a merger under ss. 605.1021–605.1026 and:

(a) The company is not the surviving entity; or
(b) Otherwise as a result of the merger, the person ceases to be a member.
(13) The company participates in an interest exchange under ss. 605.1031–605.1036, and the person ceases to be a member.
(14) The company participates in a conversion under ss. 605.1041–605.1046, and the person ceases to be a member.
(15) The company dissolves and completes winding up.
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