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What Rights and Duties Does an LLC Operating Agreement Govern?

By McCabe Rabin, P.A. |

Under the Florida Revised LLC Act, an operating agreement governs the following areas of an LLC: Relations among and between the members of the LLC and the LLC itself; A manager’s rights and duties; The LLC’s general activities and affairs; and Any conditions or means necessary to amend the operating agreement. §605.0105(1), Florida Statutes…. Read More »

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When Must an Out-of-State LLC Register to Do Business in Florida?

By McCabe Rabin, P.A. |

Under the Florida Revised LLC Act, a foreign limited liability company may not “transact business” in Florida until it gets a “certificate of authority” from the Secretary of State. But what does that mean? If an LLC buys office equipment from a vendor in Florida without a certificate of authority, does it run afoul… Read More »

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Are Forum Selection Clauses in a Contract Enforceable?

By McCabe Rabin, P.A. |

Yes, but only when they are mandatory forum selection clauses. Parties to a contract have the right to select and agree on a particular venue to have their disputes determined. The key distinction, however, is whether the forum selection clause is mandatory or permissive. Only a mandatory clause is enforceable such that a court… Read More »

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What is the Process for a Court to Appoint a Receiver for an LLC?

By McCabe Rabin, P.A. |

In any action where a party has asserted a claim to dissolve an LLC, the court has the authority to appoint a receiver to wind up or liquidate the LLC. In order to appoint a receiver, the court must first hold a hearing after providing notice to all parties and interested persons designated by… Read More »

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When Will a Member or Shareholder Be Liable for Company Debts?

By McCabe Rabin, P.A. |

We have previously posted about a member’s exposure for the debts of an LLC.  We thought it also would be useful to discuss additional situations when a member or a shareholder will be liable for the LLC’s or corporation’s obligations. Florida courts, like many other U.S. jurisdictions, recognize a doctrine often called “piercing the corporate… Read More »

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How Do I Become a Member of an LLC?

By McCabe Rabin, P.A. |

Becoming a member of an LLC is relatively simple.  The requirements for becoming an LLC member vary slightly, however, depending on whether the member is joining at the formation of the LLC or later. At formation, when the LLC will have only a single member, a person may become a member of the LLC… Read More »

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Member’s Exposure to Liability for Owning an Interest in an LLC

By McCabe Rabin, P.A. |

Under the Florida Revised LLC Act, a debt, obligation or liability of an LLC is solely the responsibility of the LLC and a member cannot be held personally liable solely because of the member’s status as a member.  In addition, an LLC’s failure to observe formalities relating to the exercise or management of the… Read More »

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Can Attorney’s Fees Be Awarded in Securities Arbitrations?

By McCabe Rabin, P.A. |

In 2013, the Florida Legislature adopted the Revised Florida Arbitration Act (the “Revised Act”). One of the major changes in the Revised Act is the amendment to section 682.11, which, for the first time, gives arbitrators the authority to award attorneys’ fees. The relevant language in section 682.11(2) provides that an “arbitrator may award… Read More »

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How Do Shareholder Derivative Suits in Corporations Work?

By McCabe Rabin, P.A. |

We’ve written on this blog about how “derivative actions” work under Florida’s Revised LLC Act.  As we’ve previously explained, a derivative action is a method by which a minority member can bring a claim in court in the name of the company.  Often, these suits are used to recover damages from controlling shareholders or… Read More »

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Five Tips for Defending a Corporate Representative Deposition

By McCabe Rabin, P.A. |

An effective tool for a party taking discovery in Florida state court is deposing the corporate representative of an adverse party or non-party.[1] Accordingly, a corporate representative deposition requires the lawyer defending the corporate representative to prepare diligently to defend the deposition. Here are five tips for defending the corporate representative deposition: Place Your… Read More »

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