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Become a Member of a Florida LLC

Becoming a member of a Florida LLC

(1) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the authorized representative of the company. That person and the authorized representative may be, but need not be, different persons. If different persons, the authorized representative acts on behalf of the initial member.

(2) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The authorized representative acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.

(3) After formation of a limited liability company, a person becomes a member:

(a) As provided in the operating agreement;

(b) As the result of a merger, interest exchange, conversion, or domestication under ss. 605.1001-605.1072, as applicable;

(d) As provided in s. 605.0701(3).

(4) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.

Florida LLC Managers / Members

Limitation of liability of managers and members.—

(1) A manager in a manager-managed limited liability company or a member in a member-managed limited liability company is not personally liable for monetary damages to the limited liability company, its members, or any other person for any statement, vote, decision, or failure to act regarding management or policy decisions by a manager in a manager-managed limited liability company or a member in a member-managed limited liability company unless:
(a) The manager or member breached or failed to perform the duties as a manager in a manager-managed limited liability company or a member in a member-managed limited liability company; and
(b) The manager’s or member’s breach of, or failure to perform, those duties constitutes any of the following:
1. A violation of the criminal law unless the manager or member had a reasonable cause to believe his, her, or its conduct was lawful or had no reasonable cause to believe such conduct was unlawful. A judgment or other final adjudication against a manager or member in any criminal proceeding for a violation of the criminal law estops that manager or member from contesting the fact that such breach, or failure to perform, constitutes a violation of the criminal law, but does not estop the manager or member from establishing that he, she, or it had reasonable cause to believe that his, her, or its conduct was lawful or had no reasonable cause to believe that such conduct was unlawful.
2. A transaction from which the manager or member derived an improper personal benefit, directly or indirectly.
3. A distribution in violation of s. 605.0406.
4. In a proceeding by or in the right of the limited liability company to procure a judgment in its favor or by or in the right of a member, conscious disregard of the best interest of the limited liability company, or willful misconduct.
5. In a proceeding by or in the right of someone other than the limited liability company or a member, recklessness or an act or omission that was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
(2) As used in this section, the term “recklessness” means acting or failing to act in conscious disregard of a risk known, or a risk so obvious that it should have been known, to the manager in a manager-managed limited liability company or the member in a member-managed limited liability company, and known to the manager or member, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or failure to act.
(3) A manager in a manager-managed limited liability company or a member in a member-managed limited liability company is deemed not to have derived an improper personal benefit from any transaction if the transaction has been approved in the manner as is provided in s. 605.04092 or is fair to the limited liability company as defined in s. 605.04092(1)(c).
(4) The circumstances set forth in subsection (3) are not exclusive and do not preclude the existence of other circumstances under which a manager in a manager-managed limited liability company or a member in a member-managed limited liability company will be deemed not to have derived an improper benefit.

Inspection of Corporation Records by Shareholders

Inspection of Corporation Records by Shareholder

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(1) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in s. 607.1601(5) if the shareholder gives the corporation written notice of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy.

(2) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) and gives the corporation written notice of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy:

(a) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (1);

(b) Accounting records of the corporation;

(d) Any other books and records.

(3) A shareholder may inspect and copy the records described in subsection (2) only if:

(a) The shareholder’s demand is made in good faith and for a proper purpose;

(b) The shareholder describes with reasonable particularity his or her purpose and the records he or she desires to inspect; and

(4) A shareholder of a Florida corporation, or a shareholder of a foreign corporation authorized to transact business in this state who resides in this state, is entitled to inspect and copy, during regular business hours at a reasonable location in this state specified by the corporation, a copy of the records of the corporation described in s. 607.1601(5)(b) and (f), if the shareholder gives the corporation written notice of his or her demand at least 15 business days before the date on which he or she wishes to inspect and copy.

(5) This section does not affect:

(a) The right of a shareholder to inspect and copy records under s. 607.0720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;

(b) The power of a court, independently of this act, to compel the production of corporate records for examination.

(6) A corporation may deny any demand for inspection made pursuant to subsection (2) if the demand was made for an improper purpose, or if the demanding shareholder has within 2 years preceding his or her demand sold or offered for sale any list of shareholders of the corporation or any other corporation, has aided or abetted any person in procuring any list of shareholders for any such purpose, or has improperly used any information secured through any prior examination of the records of the corporation or any other corporation.

(7) A shareholder may not sell or otherwise distribute any information or records inspected under this section, except to the extent that such use is for a proper purpose as defined in subsection (3). Any person who violates this provision shall be subject to a civil penalty of $5,000.

(8) For purposes of this section, the term “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf.

(9) For purposes of this section, a “proper purpose” means a purpose reasonably related to such person’s interest as a shareholder.

Florida Corporation Records

Corporate Records

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(1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(2) A corporation shall maintain accurate accounting records.

(3) A corporation or its agent shall maintain a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(5) A corporation shall keep a copy of the following records:

(a) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(b) Its bylaws or restated bylaws and all amendments to them currently in effect;

(c) Resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;

(d) The minutes of all shareholders’ meetings and records of all action taken by shareholders without a meeting for the past 3 years;

(e) Written communications to all shareholders generally or all shareholders of a class or series within the past 3 years, including the financial statements furnished for the past 3 years under s. 607.1620;

(f) A list of the names and business street addresses of its current directors and officers; and

(g) Its most recent annual report delivered to the Department of State under s. 607.1622.

Florida Registered Office and Registered Agent

Registered Office and Registered Agent of Foreign Corporation.

Florida Registered Agent Service. Click Here To Order.

(1) Each foreign corporation authorized to transact business in this state must continuously maintain in this state:

(a) A registered office that may be the same as any of its places of business; and

(b) A registered agent, who may be:

1. An individual who resides in this state and whose business office is identical with the registered office;

2. A corporation or not-for-profit corporation as defined in chapter 617, the business office of which is identical with the registered office; or

3. Another foreign corporation or foreign not-for-profit corporation authorized pursuant to this chapter or chapter 617, to transact business or conduct its affairs in this state the business office of which is identical with the registered office.

(2) A registered agent appointed pursuant to this section or a successor registered agent appointed pursuant to s. 607.1508 on whom process may be served shall each file a statement in writing with the Department of State, in such form and manner as shall be prescribed by the department, accepting the appointment as a registered agent simultaneously with his or her being designated. Such statement of acceptance shall state that the registered agent is familiar with, and accepts, the obligations of that position.

Florida Notary Marriage Statute

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117.045 Marriages.—

A Florida notary public

is authorized to solemnize the rites of

matrimony. For solemnizing the rites of

matrimony, the fee of a notary public may

not exceed those provided by law to the

clerks of the circuit court for like services.

117.05 Use of notary commission;

unlawful use; notary fee; seal . . .—

(2) The fee of a notary public may not

exceed $10 for any one notarial act, except

as provided in s. 117.04.

28.24 Service charges by clerk of

the circuit court.—

(29) For solemnizing matrimony, $20.

741.07 Persons authorized to

solemnize matrimony.—

(1) All regularly ordained ministers

of the gospel or elders in communion

with some church, or other ordained

clergy, and all judicial officers, including

retired judicial officers, clerks of the

circuit courts, and notaries public of this

state may solemnize the rights of

matrimonial contract, under the

regulations prescribed by law. Nothing

in this section shall make invalid a

marriage which was solemnized by any

member of the clergy, or as otherwise

provided by law prior to July 1, 1978.

(2) Any marriage which may be had

and solemnized among the people called

“Quakers,” or “Friends,” in the manner

and form used or practiced in their

societies, according to their rites and

ceremonies, shall be good and valid in

law; and wherever the words “minister”

and “elder” are used in this chapter, they

shall be held to include all of the persons

connected with the Society of Friends, or

Quakers, who perform or have charge of

the marriage ceremony according to their

rites and ceremonies.

741.08 Marriage not to be

solemnized without a license.—

Before any of the persons named in s.

741.07 shall solemnize any marriage, he

or she shall require of the parties a

marriage license issued according to the

requirements of s. 741.01, and within 10

days after solemnizing the marriage he

or she shall make a certificate thereof on

the license, and shall transmit the same

to the office of the county court judge or

clerk of the circuit court from which it

issued.

Florida Notary Sample Wedding Ceremony

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Sample Wedding Ceremony

Notary states, “Dearly beloved, we are gather

ed here today (tonight) to join this man

and this woman in (holy) matrimony.”

Exchange of Vows

Notary asks the man, “(his name), do you take this woman to be your wife, to live

together in (holy) matrimony, to love her, to honor her, to comfort

her, and to keep her

in sickness and in health, forsaking all ot

hers, for as long as you both shall live?”

Man answers, “I do.”

Notary asks the woman, “(her name), do you

take this man to be

your husband, to live

together in (holy) matrimony, to love him,

to honor him, to comfort him, and to keep

him in sickness and in health, forsaking all others, for as long as you both shall live?”

Woman answers, “I do.”

Notary states, “Repeat after me.”

To the man

: “I, (his name), take you (her name

), to be my wife

, to have and to

hold from this day forward,

for better, for worse, for richer, for poorer, in

sickness and in health, to love and to cherish, till death do us part.”

To the woman

: “I, (her name), take you (his name

), to be my hu

sband, to have

and to hold from this day forward, for better, for worse, for richer, for poorer, in

sickness and in health, to love and to cherish, till death do us part.”

Exchange of Rings

Notary asks the man to place the ring on the

woman’s finger and to repeat the following,

“I give you this ring as a token and pledge

of our constant faith and abiding love.”

(Repeat the same for the woman).

Pronouncement

Notary asks the couple to join hands, then decl

ares, “By virtue of the authority vested in

me under the laws of the State of Florid

a, I now pronounce you

husband and wife.”

To the man

: “You may kiss the bride.”

Florida Notary Public Marriage Ceremony

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General Procedure

One of the most interesting, an

d somewhat unusual, duties of a

Florida Notary Public is to perfo

rm marriage ceremonies. The law

giving Notaries the authority “to solemnize the rites of

matrimony” was enacted in 1861

. To solemnize a marriage, you

should follow this general procedure:

The couple must obtain a va

lid Florida marriage license

from a county court judge or Cl

erk of the Circuit Court and

present it to you before the

marriage ceremony. You should

check both the effective and

the expiration dates of the

license to ensure that the lice

nse is valid. You should also

require identification if th

e bride and groom are not

personally known to you.

You then perform the marriage

ceremony. An example of a

simple, civil ceremony

is printed below, first in English and

followed in Spanish. It may be

personalized, and the bride

and groom may even exchange

their own vows. But, the

couple’s vows must reflect their intentions to make a legally

binding commitment

to each other.

You are responsible for completing the certificate portion of

the Marriage Record

and returning it to

the office that

issued the license within 10

days after solemnizing the

marriage

Florida Notary Contact Information

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Contact the Executive Office of the Governor’s Notary Section:

To learn how to obtain educational materials.
To file a complaint against a notary public.
To respond to a complaint filed against you for notary misconduct.
To resign your notary public commission.

Executive Office of the Governor
Notary Section
The Capitol, Suite 209
400 S. Monroe St.
Tallahassee, FL 32399-0001

FL_GOV.Notary@eog.myflorida.com

(850) 717-9310

Also, be sure to check out the Notary Section of the Executive Office of the Governor on the Governor’s website for answers to your Florida notary public questions:

https://www.flgov.com/notary

Contact the Department of State’s Notary Commissions and Certifications Section:

To report a change in your home address, business address, telephone number, or criminal record.
To obtain information about a particular notary public or a notary public’s surety bond.
To obtain a list of the bonding agencies approved to process notary public commission applications.
To report your notary public seal as lost or stolen.
To request authentication of a notary public’s commission for a document being sent to another state or a foreign country (i.e. a Certificate of Notarial Authority or an Apostille).

Department of State
Notary Commissions and Certifications Section
P.O. Box 6327
Tallahassee, FL 32314

Department of State
Apostille Certification
P.O. Box 6800
Tallahassee, FL 32314

Department of State
Division of Corporations
Notary Commissions or Apostille Certification
2661 Executive Center Circle
Tallahassee, FL 32301
(Walk-in Service and Courier Delivery)

(850) 245-6975

(Notary Commissions and Certifications)

(850) 245-6945
(Apostille)

Another website that may interest you is that of the Department of State’s Notary Commissions and Certifications Section, where you can search for Florida notaries public, access the Notary Education Program, obtain a list of notary public bonding agencies, learn about Apostille certification, and more:

http://notaries.dos.state.fl.us

Contact your Bonding Agency:

To obtain and submit an application for appointment as a notary public.
To check the status of your pending notary public commission application.
To amend your notary public commission after a lawful name change.
To receive information about your notary public surety bond, or optional errors and omissions insurance.
To purchase a notary public seal.
To request a duplicate copy of your notary public commission certificate.

How Do I Become a Notary in The State of Florida

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Florida notaries public are served by two offices – the Notary Section of the Executive Office of the Governor, and the Notary Commissions and Certificates Section within the Department of State. Both offices are involved with the appointment of notaries public, but each performs distinct functions.

The Notary Section of the Executive Office of the Governor is housed within the Office of the General Counsel because Florida notaries are public officers appointed and commissioned by the Governor. The Office of the General Counsel oversees investigations by the Notary Section based upon complaints of notary misconduct reported by the public, and recommends disciplinary action to be taken when appropriate.

The primary function of the Notary Section of the Executive Office of the Governor is to provide educational materials and assistance to Florida notaries public. Our dedicated staff responds to telephone and email inquiries from notaries and members of the public, and we welcome you to contact us if you have any notary-related questions. The Notary Section also assists the Governor by evaluating “special review” applications related to an applicant’s eligibility for appointment.

The Notary Commissions and Certifications Section of the Department of State, on the other hand, has a strictly ministerial function in receiving and processing applications, and responding to requests for commissions and certificates. The Notary Commissions and Certifications Section also maintains the online Notary Education Course, which is an online educational tool offered free-of-charge, and preserves records of actively commissioned Florida notaries public in its computer database, called Notary Search. You may access the Notary Search database by clicking on this link to search for information on commissioned notaries public in the State of Florida.

Now that you know what these offices can do for you, please feel free to explore this website of the Notary Section of the Executive Office of the Governor!