Company Governance Under Florida's New Limited Liability Company Act

Abstract

This article focuses on the governance provisions of Florida's Limited Liability Company Act and compares them to the governance provisions generally available in other business forms. As will be seen, the statutory language is not always clear, so alternative interpretations are explored. The article concludes that the new Florida statute is a major improvement over its predecessor. It will suit form consumers and form merchants in the vast transactional middle, the world of the "plain vanilla" deal. However, 1) it is likely to serve as a trap for the unwary who form an LLC without professional assistance and 2) it is unlikely to displace its out-of-state competition for high stakes, complex deals in which the parties need (or think they need) unlimited freedom to contract.