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Limited Liability Company Formation: A Changing Area of Law

When forming a business entity, there are many reasons for choosing a limited liability company (LLC). It will shield your personal assets from exposure to liability. It allows you to take advantage of favorable tax treatment. You can tailor the internal governing structure to fit business needs. However, it’s important to make an informed decision about which business entity to select. The success of your business may depend upon how thoroughly you analyze the legal backdrop of LLC formation — and understand its implications for your enterprise.

Florida’s New LLC Law

In 2013, the Florida Legislature adopted a new Limited Liability Company Act, effective January 2014. This new statute will eventually impact all LLCs.The law sets default rules that apply when the LLC’s operating agreement is silent (or nonexistent). Its complex provisions differ from existing law in several ways. For example, the new law:

  • Expands the list of rights and rules that cannot be modified or waived in the LLC’s operating agreement
  • Allows LLCs to file statements of authority designating which members can legally bind the company
  • Gets rid of the “managing-member” form of internal governance, potentially granting management rights and duties to all members
  • Grants members the right to disassociate from the LLC at any time (although liability for breach of the operating agreement may still exist)
  • Gives foreign businesses the ability to domesticate as Florida LLCs
  • Imposes new standards in transactions that involve potential conflicts of interest
  • Changes the rules for service of process

Equipping Business Clients to Make Informed Decisions

At Norma Echarte & Associates, a boutique law firm in Miami, we offer the legal guidance on all aspects of new business formation — including how to start a limited liability company. We can walk you through Florida’s new Limited Liability Company Act in detail. Additionally, we can alert you to potential implications that could affect future transactions — for example,
FIRPTA issues that may affect the rights of limited liability companies with foreign members.
Attorney Norma Echarte has 20-plus years of experience representing businesses. She is thorough, attentive and detail-oriented — all the traits you want in a business lawyer.
You can count on lawyer Norma Echarte for reliable recommendations on how best to accomplish your business objectives. For more information on limited liability company formation, call our office at 305-755-7440 or get in touch online to schedule a free initial consultation.

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