LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Florida
At a glance
| Governing law, member status exit, and scope | Florida Revised LLC Act, Fla. Stat. ch. 605; ordinary domestic LLC member exit by express will, agreement, foreclosure, unanimous consent, judicial order, personal/insolvency/entity events, transactions, or completed winding up. Member, manager, transferee, and legal representative are distinct (§§ 605.0601-.0603) |
|---|---|
| Operating agreement, articles, and status-exit limits | Operating agreement governs internal relations and may state dissociation events, expulsion, consequences, and assignment restrictions within § 605.0105's floors. Act states power to dissociate any time and makes agreement breach wrongful. Articles may bar pre-winding-up interest assignment but supply no independent expulsion event (§§ 605.0105, .0601(1)-(2), (4), .0602(2), (4)) |
| Voluntary withdrawal: power, right, notice, and effective date | Power to dissociate at any time, rightfully or wrongfully, by express will. Exit occurs when LLC has notice or on member's specified later date. Act states no universal writing, signature, advance period, acceptance, or company-consent requirement; optional filed statement requires prior written company notice (§§ 605.0216(1), .0601(1)-(2), .0602(1)) |
| Wrongful dissociation, damages, and other liability | Wrongful if agreement breach, or before winding-up completion by express withdrawal, judicial expulsion, member-managed bankruptcy/creditor-assignment/receiver event, or willful entity dissolution/termination. Person owes LLC and, subject to direct-action rule, other members damages caused, plus other debt/obligation/liability (§ 605.0601(2)-(3)) |
| Agreement-based and unanimous-consent expulsion | Agreement event or agreement-based expulsion causes dissociation. Other members may unanimously expel only for illegality; complete transfer excluding security/unforeclosed charging order; uncured corporate dissolution/charter/suspension after 90-day notice; or dissolved, winding-up unincorporated entity (§ 605.0602(2), (4)-(5)) |
| Judicial expulsion: applicant, procedure, and grounds | LLC or member in direct action may apply. Court may expel for wrongful conduct with adverse material effect; willful/persistent material agreement or duty breach; or activity-related conduct making continuation with person not reasonably practicable. Section states no special filing form, notice clock, or damages formula (§ 605.0602(6)) |
| Death, incapacity, insolvency, entity, and transaction events | Events include foreclosure of entire interest; individual death; member-managed guardian/general-conservator appointment or incapacity order; member-managed bankruptcy/creditor assignment/trustee-receiver-liquidator event; trust/estate full-interest distribution; nonindividual termination; merger, interest exchange, or conversion loss of membership; and completed winding up (§ 605.0602(3), (7)-(15)) |
| Management, voting, authority, and post-exit duties | Member management participation ends; member-managed duties/obligations end only for post-exit matters/events. Dissociation removes a member-manager; ending manager office alone does not dissociate membership. Optional filed dissociation statement terminates filer authority; agency, employment, duties, and transaction validity remain separate (§§ 605.0302(11), .04072(5)-(6), .0603(1)) |
| Transferable interest, distributions, buyout, and economics | Immediately pre-exit transferable interest becomes solely transferee-owned, subject to legal-representative/entity-transaction rules. Transferee receives distributions but no management or ordinary information rights. Chapter 605 creates no automatic dissociation buyout, redemption, fair-value payment, forfeiture, or dissolution (§§ 605.0502, .0603(1)(c)) |
| Prior liability, information, records, filings, and dissolution | Dissociation does not itself release prior debt/obligation/liability. On 10-day record demand, former member may access good-faith, purpose-connected information from membership period. Member may optionally file signed statement naming past/future withdrawal date and confirming written LLC notice; filing terminates authority. Dissolution remains separate (§§ 605.0216(1), .0302(11), .0410(4)-(7), .0603(2)) |
Requirements one by one
Agreement terms shape consequences within statutory floors
Under Fla. Stat. § 605.0105(1)-(4), (6), the operating agreement governs internal relations, company activity, and amendment method while Chapter 605 fills gaps. It may specify dissociation events, expulsion, penalties, and other consequences, subject to statutory duty, information, filing, dissolution, and outsider-right boundaries.
Section 605.0601 also allows the articles or agreement to prohibit assignment before dissolution and winding up. Assignment restriction and member-status withdrawal are different; one does not silently answer the other.
Notice of express will ends status
Fla. Stat. § 605.0601 gives a person power to dissociate at any time, rightfully or wrongfully. Under § 605.0602(1), withdrawal occurs when the LLC has notice of express will, unless the member names a later date. The section states no universal writing, signature, advance-period, acceptance, or company-consent requirement.
Voluntary pre-winding-up withdrawal is nevertheless listed as wrongful. Agreement breach supplies an independent wrongful-exit basis.
Wrongful dissociation can produce damages liability
The other pre-winding-up wrongful categories are judicial expulsion, the member-managed bankruptcy/creditor-assignment/receiver group, and specified willful dissolution or termination of a nontrust, nonestate, nonindividual member.
A wrongfully dissociating person is liable to the LLC and, subject to the direct-action statute, other members for damages caused by the dissociation. That liability is additional to other debt, obligation, or liability. This survey does not decide breach, cause, amount, or defenses.
Agreement, unanimous consent, and court order are distinct
An agreement event or agreement-based expulsion causes dissociation. The unanimous-other-member route is limited to illegality; complete transfer with security and unforeclosed-charging-order exceptions; an uncured corporate status problem after 90-day notice; or a dissolved, winding-up unincorporated entity.
Under § 605.0602(6), either the LLC or a member bringing a direct action may seek judicial expulsion. The three grounds are materially adverse wrongful conduct; willful or persistent material agreement or duty breach; and activity-related conduct making continued operation with the person not reasonably practicable. The statute does not let this page decide whether facts satisfy a ground.
Automatic events reach personal, insolvency, entity, and transaction status
Florida's event list includes foreclosure of the entire interest, individual death, and member-managed guardianship/conservatorship or incapacity. Only a member-managed LLC uses the bankruptcy, creditor-assignment, and trustee/ receiver/liquidator events.
Trust or estate full-interest distribution, nonindividual termination, merger nonsurvival or membership loss, interest-exchange or conversion membership loss, and completion of winding up also appear. Each event has its stated conditions; it is not a general forfeiture rule.
Governance ends while the economic interest remains
Under Fla. Stat. § 605.0603, member management participation ends. In a member-managed LLC, duties and obligations defined in § 605.04091(1)-(4) end only for post-dissociation matters and events. Dissociation also removes a member- manager under § 605.04072(5)-(6); manager cessation alone does not end membership.
The immediately pre-exit transferable interest becomes owned solely as a transferee interest. Fla. Stat. § 605.0502(1)-(3), (7) gives transferees distributions but not management or ordinary information rights. Chapter 605 creates no automatic dissociation buyout, redemption, fair-value payment, forfeiture, or dissolution.
Former-member information and filing are separate
Under Fla. Stat. § 605.0410(4)-(10), a dissociated person may demand membership-period information in a record on ten days' notice when the good- faith, purpose, connection, and restriction conditions are satisfied. An agent or qualifying legal representative may exercise the right.
The member may optionally file a statement of dissociation under Fla. Stat. §§ 605.0216(1) and 605.0302(11). It names and signs for the member, gives the past or future withdrawal date, and confirms written notice to the LLC. Filing terminates the filer's authority; Article 6 status timing and public authority must therefore be kept distinct.
Dissociation does not itself release prior debts, obligations, or liabilities. Entity dissolution, charging-order consequences, transaction validity, and other remedies remain separate.
What trips people up
- Power and rightfulness are separate. Notice can end status even though the exit is wrongful and potentially damages-bearing.
- A member may seek judicial expulsion. Florida is broader than states naming only the LLC as applicant, but the three grounds remain statutory and fact-sensitive.
- The former member has a records route. It is not ordinary transferee access; it is the dissociated-person procedure for the membership period.
- Filing changes authority. The optional statement terminates filer authority and should not be confused with the private exit date alone.
Common questions
Can a Florida LLC member withdraw at any time?
The statute gives the power to withdraw at any time, but pre-winding-up express withdrawal is listed as wrongful and may cause damages.
Who may ask a court to expel a member?
The LLC or a member bringing a direct action under § 605.0801.
Does dissociation require a buyout?
No automatic buyout appears. The former member's transferable interest ordinarily continues as a transferee interest.
Must a dissociated member file with the state?
The statute says the member may file. If filed, the statement must contain the required information and terminates the filer's authority.
Statutes and sources
- Fla. Stat. §§ 605.0105, 605.0216, and 605.0302 — agreement boundaries, optional dissociation statement, and authority termination. Official 2026 Florida Statutes Chapter 605 (accessed August 30, 2026).
- Fla. Stat. §§ 605.04072 and 605.0410 — member-manager status and dissociated-person information rights. Official 2026 Florida Statutes Chapter 605 (accessed August 30, 2026).
- Fla. Stat. § 605.0502 — transferee economics without member management. Official 2026 Florida Statutes Chapter 605 (accessed August 30, 2026).
- Fla. Stat. §§ 605.0601 to 605.0603 — withdrawal power, wrongfulness, damages, nonjudicial/judicial expulsion, automatic events, governance, economics, and prior liability. Official 2026 Florida Statutes Chapter 605 (accessed August 30, 2026).
Source links
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