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How Do I Become a Member of an LLC?

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 only as agreed to by that person and any “authorized representative” designated by the LLC.  In this context, the single member and the authorized representative may be the same person. § 605.0401(1), Fla. Stat.  As defined by statute, an authorized representative is a person authorized by a prospective member of the LLC to form the LLC by executing and filing its articles of organization with the State of Florida. § 605.0102(8)(a), Fla. Stat.

Similar to a single-member LLC, when an LLC is to have more than one member at formation, each member must consent to become a member.  Likewise, if the LLC has an authorized representative designated by the LLC, that representative also must consent. § 605.0401(2), Fla. Stat.

After the LLC is already operating, the requirements for becoming a member change slightly.  In this context, a person may become a member of an LLC as follows:

  • As provided in the operating agreement;
  • As the result of a merger, interest exchange, conversion, or domestication;
  • With the consent of all the members; or
  • The transferees owning the rights to receive a majority of distributions consent to a new member and at least one person becomes a member in accordance with the consent, as provided in s. 605.0701(3).

§ 605.0401(3), Fla. Stat.

Whether at formation or after the LLC formed, a person does not need to make a financial contribution to the LLC to become a member. § 605.0401(4), Fla. Stat.

In sum, becoming an LLC member is a relatively simple process and hinges upon the consent of the member and any other authorized representative of the LLC. The requirements for becoming a member differ slightly when the person is becoming a member after the LLC has been operating rather than at its inception.

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