CS/CS/HB 1079 - Florida Revised Limited Liability Company Act Summary Analysis

Sep 16, 2026

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CS/CS/HB 1079 is a Florida bill passed by the House on May 3, 2013 and approved by the Governor on June 14, 2013. It adopts the Revised Uniform Limited Liability Company Act of 2006 while modifying certain provisions from the model act. The bill creates the Florida Revised Limited Liability Company Act, outlining LLC characteristics, default governance and voting rules, and procedures for dissociation, dissolution, merger, conversion, interest exchanges, and domestication.

LanguageEnglish

CategoryForms

FormatPDF

Pages16

Reading Time6 min

AccessFree to download

Summary Analysis

Bill adoption and effective date

Substantive Information

Effect of Changes

Background and historical context

Key features of Florida LLC law

HOUSE OF REPRESENTATIVES FINAL BILL ANALYSIS BILL \#: CS/CS/HB 1079 SPONSOR(S): Appropriations Committee; Civil Justice Subcommittee; McBurney COMPANION (CS/CS/SB 1300) BILLS: FINAL HOUSE FLOOR ACTION: 117 Y’s 0 N’s GOVERNOR’S ACTION: Approved SUMMARY ANALYSIS CS/CS/HB 1079 passed the House on May 3, 2013 as CS/CS/SB 1300. The bill creates the Florida Revised Limited Liability Company Act. In 2006, the National Conference of Commissioners on Uniform State Laws developed a revision of the Uniform Limited Liability Company Act of 1996. Florida’s Limited Liability Company (LLC) law is based on the 1996 uniform act, however there have been many changes in the law and the development of complex business organization since Florida’s LLC act had its most recent significant modifications in 1999 and 2002. An LLC is a business entity with characteristics of both a corporation and a partnership. For most legal purposes, an LLC is treated like a corporation and therefore affords its owners, which are referred to as“members,” certain protections from liability. Key features of the current Florida LLC law include: • Pass-through taxation where members report their share of the LLC’s profit or loss on individual tax returns; • No limitation on the number of members allowed; • Members control the distribution of profits; • No corporate formalities such as meeting minutes or annual meetings; • Florida LLCs may have subsidiaries; • Indefinite life: a Florida LLC does not dissolve at the death or other termination of a member; • Single member LLC; • Liability is limited to the extent of the member’s capital contribution; and • Less expensive to organize and maintain than other forms of business organization. The bill largely adopts the Revised Uniform Limited Liability Act of 2006, however the Executive Committee of The Florida Bar Chapter 608 LLC Act Drafting Committee departed from the model act in several areas. The drafting committee adopted provisions from the existing Florida LLC Act and the Delaware LLC Act. Highlights of the bill include: • An expanded list of nonwaivable default rules that cannot be overridden by the operating agreement; • Modified rules regarding the power of members and managers to bind the LLC; • Modified provisions addressing the LLC’s management structure; • Modified default management and voting rules; and • Modified provisions for dissociation, dissolution, merger, conversion, interest exchanges, and domestication. The bill does not appear to have a fiscal impact on state or local governments. The bill was approved by the Governor on June 14, 2013, ch. 2013-180, L.O. F. , and will become effective on January 1, 2014, except as otherwise provided in the bill. I. SUBSTANTIVE INFORMATION A. EFFECT OF CHANGES: Background Florida's current Limited Liability Companies (LLC) law remains largely unchanged since its last significant modification in 2002. Significant amendments were previously made in 1999. In 2006, the National Conference of Commissioners on Uniform State Laws developed a revision of the Uniform Limited Liability Company Act of 1996.1 Seven states, California, New Jersey, Iowa, Nebraska, Wyoming, Utah, and Idaho, plus Washington, DC, have enacted the Uniform Act while South Carolina recently introduced the bill in its current legislative session. The Constitution of the National Conference of Commissioners on Uniform State Laws states that the Commissioners’ purpose is to “promote uniformity in the law among the several States on subjects as to which uniformity is desirable and practicable.”2 The first state to pass an LLC act was Wyoming in 1977. The statute required a form of the word“limited” in the company name and allowed a partner to control the admission of new partners. The Wyoming law also required that the LLC be dissolved if a member died and excluded members3 or managers from personal liability from litigation involving the bus

FAQs

What does CS/CS/HB 1079 create in Florida?

It creates the Florida Revised Limited Liability Company Act by largely adopting the Revised Uniform Limited Liability Company Act of 2006.

What key features of Florida’s LLC law does the bill highlight?

Key features include pass-through taxation, member control of profit distributions, no limits on the number of members, limited liability tied to capital contribution, and the ability to have subsidiaries.

Does CS/CS/HB 1079 include fiscal impact on government?

The bill states it does not appear to have a fiscal impact on state or local governments.

Sep 16, 2026

Uploaded by Stanford