Page 35 - Akerman | 2016 Guide to Doing Business in Florida

j. Vary the requirements for winding up of an LLC’s business, activities, or
affairs.

k. Unreasonably restrict the right of a member to maintain an action against the
LLC.

l. Prevent a court from appointing a special litigation committee.

m. Vary the right of a member to approve a merger, interest exchange, or
conversion.

n. Vary the required contents of a plan of merger, interest exchange, conversion
or domestication.

o. Unreasonably restrict the rights of a third party.

p. Provide for indemnification for bad faith, willful misconduct, or a knowing
violation of law; from a transaction in which an indemnified member or
manager derived an improper personal benefit; for improper distributions; or
where there has been a breach of the duties of loyalty or care (except as may
be modified as set forth above).

An LLC is bound by the actions of each of its managers as agents of the LLC. Managers are
required to act in good faith and with the care an ordinary prudent person of similar
circumstances would use (the duty of care) and in conformity with what the manager perceives
to be in the best interest of the LLC (the duty of loyalty). These duties may not be eliminated or
unduly reduced by provisions in the Operating Agreement. If a manager acts in accordance
with these duties of care and loyalty, he or she will not be liable for acts or omissions made as
a manager of the LLC.
3.2.4 Statements of Authority and Denial

A Florida LLC may file a Statement of Authority or Statement of Denial with the Department of
State to notify third parties regarding the authority, or lack thereof, of a member or manager to
bind the LLC.

A Statement of Authority must include:

a. The name of the LLC as it appears in the records of the Department of State
and the street and mailing addresses of its principal office; and

b. The name and/or position reflecting the authority, or lack thereof, of all
persons having such status or holding such office to (i) execute an agreement
transferring real property held by the LLC or (ii) otherwise bind the LLC.

A statement of authority gives implied notice to a third party of a party’s authority with regard to
binding the LLC. A Statement of Denial may be filed with the Department of State, denying
authority previously granted by the Statement of Authority.

33