608.408 Execution of articles, certificate, or statement. - Florida Statutes

608.408 Execution of articles, certificate, or statement.

   (1) Any articles, certificate, or statement required by this chapter to be filed with the Department of State must be executed in the following manner:

   (a) If it is the articles of organization, a certificate of conversion, or a statement of change of registered agent or registered office, it must be signed by a member or by the authorized representative of a member, and by the new registered agent, if applicable; and

   (b) If it is the articles of dissolution or revocation of dissolution, it must be signed by members having the same percentage of membership interests necessary to approve the dissolution or revocation of dissolution.

   (2) Any person may sign a certificate through an attorney in fact, but a power of attorney to sign a certificate or statement authorizing the admission of a member must specifically describe the admission.

   (3) The execution of a certificate constitutes an affirmation by the person executing the certificate, under the penalties of perjury, that the facts stated therein are true.

   (4) If the articles of organization contain or any other document authorized or required to be filed under this chapter contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the record or caused another to sign it on the person’s behalf and knew the statement to be false at the time the record was signed.

History. s. 2, ch. 82-177; s. 56, ch. 83-216; s. 12, ch. 93-284; s. 1, ch. 99-315; s. 5, ch. 2002-272.