§ 605.0403, Fla. Stat. · Chapter 605. FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
Liability for contributions.
Text — 2026 Florida Statutes
(1) A promise by a person to contribute to the limited liability company is not enforceable unless it is set out in a writing signed by the person.
(2) A person’s obligation to make a contribution to a limited liability company is not excused by the person’s death, disability, or other inability to perform personally.
(3) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution that has not been made. The foregoing option is in addition to and not in lieu of other rights, including the right to specific performance, that the limited liability company may have against the person under the articles of organization or operating agreement or applicable law.
(4) The obligation of a person to make a contribution may be compromised only by consent of all members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in subsection (1) without notice of a compromise under this subsection, the creditor may enforce the obligation.
(5) An operating agreement may provide that the limited liability company interest of a member who fails to make a contribution that the member is obligated to make is subject to specified penalties for or specified consequences of the failure. The penalty or consequence may take the form of reducing or eliminating the defaulting member’s proportionate interest in a limited liability company, subordinating the defaulting member’s limited liability company interest to that of nondefaulting members, a forced sale of that limited liability company interest, forfeiture of the defaulting member’s limited liability company interest, the lending by other members of the amount necessary to meet the defaulting member’s commitment, a fixing of the value of the defaulting member’s limited liability company interest by appraisal or by formula and redemption or sale of the defaulting member’s limited liability company interest at such value, or other penalty or consequence.
Notes and commentary — not statutory text
History
s. 2, ch. 2013-180.
Source of truth
- Edition
- 2026 Florida Statutes
- Official file
- https://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/0605.html
- Text hash
- sha256 c24847df24c70928304b877d28c727834f09fa9d9f79c50861e824f7979f32d2
- Composed by
- compose_v2.py 2026-10-04: the Legislature's structured HTML read in document order; verify_v2.py's independent reading agrees character for character
- composed from the Legislature's structured HTML (one source of text; no PDF extraction); a second, independent reading of the same bytes agrees character for character
Cited by 3 provisions
Provisions in this library whose text cites § 605.0403, Fla. Stat.. Each shows the citation as that text prints it.
The Florida Statutes
- § 605.0105, Fla. Stat.Operating agreement; scope, function, and limitations.Printed as s. 605.0403(5)
- § 605.0106, Fla. Stat.Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement.Printed as s. 605.0403(1)
- § 605.0502, Fla. Stat.Transfer of transferable interest.Printed as ss. 605.0403 and 605.0406(3)
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.