Page 33 - Akerman | 2016 Guide to Doing Business in Florida

agency, and must be distinguishable from other entities or filings registered
with the Division of Corporations, except that a limited liability company may
register under a name that is not otherwise distinguishable with the written
consent of the non-distinguishably named entity with written consent, if the
consent is filed with the Division of Corporations at the time of the name’s
registration;

b. Principal Street Addresses. The street address of the principal office of the
LLC (which need not be in Florida); and

c. Mailing Addresses. If different from the principal office street address, the
mailing address of the LLC (which need not be in Florida); and

d. Initial Registered Agent and Registered Agent’s Florida Address. The name
and street address of the LLC’s initial registered agent for service of process
in the state of Florida. A third party agent may serve in this role for the LLC.

The Articles of Organization may also optionally contain the following information:
a. A declaration as to whether the limited liability company is member-managed
or manager-managed (if not designated, the limited liability company will be
presumed to be member-managed);

b. For a manager-managed limited liability company, the names and addresses
of one or more of the managers of the limited liability company;
c. For a member-managed limited liability company, the names and addresses
of one or more of the members of the company;

d. A description of the authority or limitation on the authority of a specific person
in the company or a person holding a position or having a specified status in
the company; and

e. Any other provisions not inconsistent with law.

The Articles of Organization must be executed by at least one member or the authorized
representative of a member.

Members or managers, as applicable, have an obligation to correct inaccurate information in
the Articles of Organization (whether such inaccuracy existed when the Articles of Organization
were filed or whether such inaccuracy is due to changed circumstances), and a failure to do so
may expose the member or manager, as applicable, to liability to third parties.

3.2.3 Management and Control: The LLC Operating Agreement

The management and control of the LLC is governed by the Florida Revised Limited Liability
Company Act (“FRLLCA”), to the extent that the LLC does not override the default provisions of
the act through the adoption of an Operating Agreement. It is in the best interest of an LLC to
adopt an Operating Agreement to govern the management of the LLC. The Operating
Agreement serves as a form of Bylaws and shareholder agreement for the LLC. In Florida,
members of an LLC may enter into an Operating Agreement, whether in writing or not, at any

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