Florida Statute 605.0701 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT

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605.0701 Events causing dissolution.—A limited liability company is dissolved and its activities and affairs must be wound up upon the occurrence of the following:

(1) An event or circumstance that the operating agreement states causes dissolution.

(2) The consent of all the members.

(3) The passage of 90 consecutive days during which the company has no members, unless:

(a) Consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and

(b) At least one person becomes a member in accordance with the consent.

(4) The entry of a decree of judicial dissolution in accordance with s. 605.0705.

(5) The filing of a statement of administrative dissolution by the department pursuant to s. 605.0714.

History.—s. 2, ch. 2013-180.

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Amendments to 605.0701

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Cases Citing Statute 605.0701

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Precious Ezeamama v. In Re: The Est. of Catherine Ezeamama Chibugo (Fla. 3d DCA 2024).

Published | Florida 3rd District Court of Appeal

...dissociated as a member if . . . [t]he individual dies . . . .” Upon “[t]he passage of 90 consecutive days during which the company has no members” the LLC “is dissolved and its activities and affairs must be wound up . . . .” § 605.0701(3), Fla. Stat. (2023). Upon the occurrence of an event causing dissolution, set forth in section 605.0701(1)-(3), the LLC “shall deliver for filing articles of dissolution.” § 605.0707(1)....

...3, she was dissociated from the LLC under section 605.0602(7)(a). Not until ninety days after she passed—well after the probate court’s April 6, 2023 denial of the Motion to Determine Assets—did it become an event causing dissolution under section 605.0701....

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