Bradenton, FL asked in Business Law for Florida

Q: What does it mean to “give notice” to dissociate as a member under the FL Revised LLC Act 605.0601(1) and 605.0602(1)?

There are no operating agreements in place. Ex-business partners notified they company they intended to leave partnership via text and email. They provided the company an exact day when they intended the business partnership to end, and further notified the company in writing that they would be submitting the paperwork to remove themselves from the LLC as members. The company formally accepted their resignation via email.

To further show intent and dissociate themselves, the ex-business partners tweeted their intentions to leave the company in order to form their own company to over 10,000 followers on social media.

My question would be, what does it mean to “give notice” to the company per s. 605.0601 (1) and s. 605.0602 (1)? What does that look like exactly? Is what I described above enough to satisfy notifying the company of their intent to leave/dissociate?

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1 Lawyer Answer
Bruce Alexander Minnick
Bruce Alexander Minnick
  • Tallahassee, FL
  • Licensed in Florida

A: There are two very different issues lurking in your combined question.

The statutory "sufficient notification" issue has nothing to do with the contractual issue of subsequent competition.

Regarding the sufficient notice issue, the main reason for the controlling statute is to limit potential liability for injury to others caused by actions of the LLC. Since membership in an LLC is NOT required to be made public, sometimes it is nearly impossible for anyone injured by the LLC to know who was a member of the LLC at the time of the incident.

The second issue is purely contractual: Unless the departing member(s) of the LLC have agreed in writing NOT to back-stab their "partners" and jump ship to create a direct competitor, they can do that. Giving notice is irrelevant.

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