608.409 Effect of filing and issuance of time and date endorsement on the articles of organization. - Florida Statutes

608.409 Effect of filing and issuance of time and date endorsement on the articles of organization.

   (1) Unless a delayed effective date is specified, the limited liability company’s existence begins at the date and time when the articles of organization are filed, as evidenced by the Department of State’s date and time endorsement on the original document, or on a date specified in the articles of organization, if such date is within 5 business days prior to the date of filing.

   (2) The articles of organization may specify a delayed effective time and date of commencement of the limited liability company’s existence, and if so specified, the articles of organization shall become effective, and the limited liability company’s existence shall commence, at the time and date specified. If a delayed effective date, but no time, is specified, the articles of organization shall become effective, and the limited liability company’s existence shall commence, at the close of business on the delayed effective date. Unless otherwise permitted by this chapter, a delayed effective date for a document may not be later than the 90th day after the date on which the document is filed.

   (3) The Department of State’s filing of the articles of organization is conclusive proof that all conditions precedent to organization have been satisfied except in a proceeding by the state to cancel or revoke the organization or to administratively dissolve the organization.

   (4) A limited liability company shall not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the effective date and time of the commencement of the limited liability company’s existence.

History. s. 2, ch. 82-177; s. 57, ch. 83-216; s. 15, ch. 93-284; s. 1, ch. 99-315; s. 7, ch. 2002-272.