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14 Nova L. Rev. 901 (1989-1990)
The Florida Limited Liability Company: An Update

handle is hein.journals/novalr14 and id is 909 raw text is: The Florida Limited Liability Company: An Update Ernest A. Seemann* I. Introduction In March 1982, the Florida Legislature passed the Florida Lim- ited Liability Company Act (Act)1 creating a new business entity, the Limited Liability Company (LC) which in its particular form was previously only known in Wyoming.2 The Florida statute is, to a large degree, a verbatim copy of the Wyoming act.3 The basic idea behind the Act was to create another business entity which, while granting all interest-holders limited liability, does not expose them to the double- taxation feature of a Subchapter C corporation,5 does not place restric- tions on the number or type of share-holders as in a Subchapter S cor- poration,6 and does not require a general partner with unlimited liabil- ity as in the Florida Limited Partnership.7 Similar entities are known in the civil-law world e.g., the Limitada in Latin-America countries.8 * J.D.; LL.M., international law. 1. 1982 Fla. Laws Ch. 82-177. Originally introduced as Fla. HB 475 and Fla. SB 666, the Act was passed by unanimous vote in the House on Mar. 15, 1982 (FLA. H.R.J. 0574) and in the Senate on Mar. 25, 1982 (FLA. S.J. 0596); it became FLA. STAT. § 608.401 (Supp. 1982), effective Apr. 21, 1982, as amended by 1983 Fla. Laws, Ch. 83-216; the amendments were not of substantial nature but related only to im- provement of clarity, facilitation of correct interpretation, to make sentence inter- nally consistent, or to remove redundancies. See Reviser's Notes-1983, FLA. STAT. ANN., § 608.401-.471 (West Supp. 1989). These revisions were necessary because the wording of the original Act was less than a masterpiece of legislative draftsmanship. See also infra note 14. 2. Wyoming Limited Liability Company Act, 1977 Wyo. Sess. Laws, ch. 158, § 1; WYO.STAT. § 17-15-101-15-136 (1977). 3. Lederman, Miami Device: The Florida Limited Liability Company, 67 TAXES 339 (1989) (calling the two Acts virtually identical). 4. FLA. STAT. § 608.436 (Supp. 1989). 5. I.R.C. §§ 11(a), 61(a)(7) (1989). 6. 26 U.S.C. §§ 1361, 1366 (Supp. 1989) allows the Subchapter S corporation to avoid the double taxation of a Subchapter C corporation by declaring it a small busi- ness corporation. 7. FLA. STAT. § 620.108 (Supp. 1989). 8. A Brazilian Limitada is the subject of Private Letter Ruling 8003072. See also Burstein, The Limitada: Partnership or Corporation? 6 INT'L TAX. J. 32 (1979).

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