Matters we handle
- Deadlock between members or managers
- Breach of fiduciary duty, self-dealing, and diverted business opportunities
- Disputes over distributions, capital calls, and dilution
- Demands to inspect company books and records
- Buyouts, valuation disputes, and member exits
- Expulsion and dissociation of a member
- Derivative claims brought on behalf of the company
- Judicial dissolution and receivership
Florida law at a glance
- Florida LLCs are governed by the Florida Revised Limited Liability Company Act, Chapter 605, Florida Statutes. The operating agreement controls most issues, and Chapter 605 supplies default rules where the agreement is silent.
- Members have a statutory right to inspect and copy certain company records on written demand (section 605.0410).
- Section 605.04091 sets the duties of loyalty and care owed by members of a member-managed LLC and by managers of a manager-managed LLC. An operating agreement can modify those duties only within limits set by statute.
- A court may dissolve an LLC on grounds that include deadlock that is causing or threatening irreparable harm, illegal or fraudulent conduct by those in control, and waste of company assets (section 605.0702).
- In some dissolution cases, the company or other members may elect to buy the petitioning member’s interest at fair value instead (section 605.0706).
- A member may bring a claim on behalf of the company in a derivative action, generally after first making a demand on the company (section 605.0802).
General information about Florida law, not legal advice about your situation. Deadlines and requirements depend on the facts and the documents involved.
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