{"data":{"id":"us-fl/fla.-stat.-605.0107","jurisdiction":"us-fl","citation":"Fla. Stat. § 605.0107","heading":"Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.","body":"(1) An operating agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or upon the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.\n(2) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or a person dissociated as a member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:\n(a) Is effective with regard to a debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or person dissociated as a member; and\n(b) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.\n(3) If a record delivered to the department for filing becomes effective under this chapter and contains a provision that would be ineffective under s. 605.0105(3) or (4)(c) if contained in the operating agreement, the provision is ineffective in the record.\n(4) Subject to subsection (3), if a record delivered to the department for filing which has become effective under this chapter but conflicts with a provision of the operating agreement:\n(a) The operating agreement prevails as to members, dissociated members, transferees, and managers; and\n(b) The record prevails as to other persons to the extent the other persons reasonably rely on the record.\nHistory.—s. 2, ch. 2013-180.","path":["TITLE XXXVI BUSINESS ORGANIZATIONS","CHAPTER 605 FLORIDA REVISED LIMITED LIABILITY COMPANY ACT"],"source_url":"https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute\u0026URL=0600-0699/0605/0605.html","current_through":"2026 Florida Statutes","vintage":"","retrieved_at":"2026-08-27T02:10:17Z","sha256":"778f0d78028cd4bd774335b96553443e49ef6e21229a9e106452326b7b941f73","source_id":"us-fl","stale":false,"prev":"us-fl/fla.-stat.-605.0106","next":"us-fl/fla.-stat.-605.0108"},"notice":"GroundRules: Original legal text. Not legal advice."}