(1) A limited liability company is a member-managed limited liability company unless the operating agreement or articles of organization:
(a) Expressly provide that:
1. The company is or will be manager-managed;
2. The company is or will be managed by managers; or
3. Management of the company is or will be vested in managers; or
(b) Include words of similar import to those in subparagraphs (a)1.-3. except that, unless the context in which the expression is used otherwise requires, the terms “managing member” and “managing members” do not, in and of themselves, constitute words of similar import for this purpose.
(2) In a member-managed limited liability company, the management and conduct of the company are vested in the members, except as expressly provided in this chapter.
(3) In a manager-managed limited liability company, a matter relating to the activities and affairs of the company is decided exclusively by the manager, or if there is more than one manager, by the managers, except as expressly provided in this chapter.
(4) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the company, in the absence of an agreement to the contrary.
(5) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute.
(6) The dissolution of a limited liability company does not affect the applicability of this section and ss. 605.04071-605.04074. However, a person who wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.
History.—s. 2, ch. 2013-180.
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