The Revised Florida LLC Act has eliminated the concept of a “managing member” which the Existing Act uses. There are two main recognized structures for LLCs: “member-managed” and “manager-managed”. The Existing LLC Act offered an extra option that allowed an LLC to be managed by “managing-members” which was eliminated in the New Act due to the confusion that it created.
The New LLC Act may change a “managing-member” managed LLC into a “member-managed” LLC starting on January 1, 2015. As a result of this potential change, a “managing-member” with a broad authority under the Existing LLC Act may lose some of their authority when the New Act goes into full effect.
For instance, a “managing-member” who can take actions in the LLC without the vote of other members may no longer be able to take those actions without a majority vote from the LLC’s members once the New Act becomes active. Some control of an LLC could unintentionally pass to its members on January 1, 2015 as a result of the New LLC Act provisions.
LLCs that use the “managing-member” concept likely need to make adjustments to ensure that their preferred authority structure is maintained. A Fort Lauderdale business formation attorney at Schecter Law can meet with you to determine whether or not you need to amend your operating agreement.
Contact a Fort Lauderdale Business Formation Attorney for Advice before January 1, 2015
Throughout 2014, the only LLCs that are subject to the New Act are LLCs registered on January 1, 2014 or afterward. The New Act offers Florida LLCs that were registered prior to January 1, 2014 one year to readjust their organization before they are governed by the provisions of the New LLC Act on January 1, 2015.
An experienced Fort Lauderdale business formation attorney can also advise you on a number of additional ways to structure your organization in order to keep everything legal and compliant with the New LLC Act and ensure that your organization is managed exactly as you want it to be before it becomes subject to its laws on January 1, 2015.
Mark Schecter is an experienced Fort Lauderdale business formation attorney with detailed knowledge of the New LLC Act. Contact his office today to see how he can help you to form the proper entity and structure for your new business or update your existing operating agreement or articles of organization.