The Florida legislature recently passed unanimously a new limited liability company statute (the New Act), and Governor Scott is expected to sign the bill shortly. The New Act is based substantially on the Revised Uniform Limited Liability Company Act (RULLCA), but with some variations. RULLCA is a uniform law recommended by the National Conference of Commissioners on Uniform State Laws (NCCUSL).
RULLCA was released by NCCUSL in 2006, but until last September only five states had adopted it: Idaho, Iowa, Nebraska, Utah, and Wyoming. In September 2012 New Jersey and California became the first major commercial states to adopt RULLCA. I described the adoptions by California and New Jersey here.
Upon signing by the Governor, Florida’s New Act will be effective January 1, 2014, and will apply to all LLCs formed thereafter. LLCs formed prior to that date are not subject to the New Act until January 1, 2015, unless they elect to be governed by the New Act during the transition period.
The New Act is a major update to Florida’s LLC law, and the changes are numerous. The Bill Summary, prepared by the Senate’s Judiciary Committee, summarizes many of the most significant changes. Florida lawyers Gregory Marks, here, and Charles Rubin, here, have also provided useful summaries of the many changes made by the New Act.
RULLCA has been criticized by commentators and has not been widely adopted. But with Florida’s adoption (even with some significant deviations from RULLCA) and last year’s passage by California and New Jersey, it appears that momentum among the states is increasing.