Attack outline
FL Business Entities Essay Attack
Review the FL Business Entities Essay Attack with ordered issue-spotting steps and Florida flags where relevant before you jump back into practice.
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Ordered attack steps
- LLC (Ch. 605): articles of organization + operating agreement (oral OK but written recommended)
- Corporation (Ch. 607): articles of incorporation + bylaws; organizational meeting for initial directors
- LP / LLP (Ch. 620): certificate of limited partnership for LP; statement of qualification for LLP
- PA / PLLC (Ch. 621): licensed professionals only; personal liability for own malpractice survives
- LLC defaults (§ 605.0105): equal profit sharing per capita (NOT per capital), equal vote, all members manage unless manager-managed
- Corp governance: board manages; shareholders elect/remove directors; annual meeting required
- Fiduciary duty modification (§ 605.0105(4)): FL has a NON-WAIVABLE floor — good faith cannot be eliminated; care cannot drop below gross negligence
- Compare Delaware: virtually unlimited waiver allowed under DE LLC Act § 18-1101(c)
- Duty of CARE: informed, good-faith decision-making; prudent-person standard
- Duty of LOYALTY: no self-dealing, no usurpation of corporate opportunity, no competition (unless operating agreement permits specific categories)
- Director safe harbor (§ 607.0831): no personal monetary liability unless criminal violation, improper benefit, unlawful distribution, or willful misconduct
- Business judgment PRESUMPTION: courts defer if decision was informed, disinterested, and rational
- DERIVATIVE ACTION (§ 607.07401 / § 605.0802): 90-day demand (unless futile); contemporaneous ownership; recovery to entity
- DIRECT action for individual harm (dilution, oppression, breach of shareholder agreement)
- Judicial dissolution for DEADLOCK or OPPRESSION (§ 607.1430); buyout alternative (§ 607.1436)
- Charging order EXCLUSIVE REMEDY against LLC membership interest (§ 605.0503 post-Olmstead 2013 fix)
- FL uses the DANIA JAI-ALAI factors: (1) improper conduct (commingling, undercapitalization, failure to observe formalities, dominion/alter ego)
- (2) the improper conduct caused plaintiff's loss (causation required — not just improper conduct alone)
- SINGLE-MEMBER LLC: piercing still available; charging order exclusivity does not prevent piercing for tort creditors when LLC is alter ego
- Reverse piercing: reach LLC assets for member's personal debt — rare but recognized in FL
- LLC dissociation (§ 605.0601): member may withdraw by express will; loses management rights but retains economic interest
- LLC dissolution triggers: operating-agreement event, unanimous consent, 90-day no-member period, judicial dissolution
- Corp dissolution: voluntary (board + shareholder vote), administrative (annual-report failure), judicial (deadlock/oppression)
- Winding up priority: creditors → members unreturned contributions → members distributions
- Operating agreement silent on profit sharing → FL default is per capita EQUAL, not per capital contribution
- Demand futility in derivative action: if wrongdoer controls the board, demand is excused
- Annual report failure → administrative DISSOLUTION (3rd Friday in September) → reinstatement possible but entity cannot transact new business while dissolved
- Foreign LLC transacting business without registration → BARRED from maintaining lawsuits in FL (but can still be sued)