# Fla. Stat. § 605.0107: 605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company

> Florida · Statutes · In force

URL: https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0107

## Section

- **Citation:** Fla. Stat. § 605.0107
- **Heading:** 605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company
- **Jurisdiction:** Florida
- **Kind:** Statutes
- **Status:** In force
- **Text as of:** August 14, 2026
- **Source:** Compiled text
- **Location:** Florida Code / Title XXXVI / Chapter 605 / Section 605.0107

## Text

(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.

(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: (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 (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.

(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.

(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: (a) The operating agreement prevails as to members, dissociated members, transferees, and managers; and (b) The record prevails as to other persons to the extent the other persons reasonably rely on the record.

History: s. 2, ch. 2013-180.

## Nearby sections

- [Fla. Stat. § 605.0101 605.0101 Short title.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0101.md)
- [Fla. Stat. § 605.0102 605.0102 Definitions.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0102.md)
- [Fla. Stat. § 605.0103 605.0103 Knowledge; notice.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0103.md)
- [Fla. Stat. § 605.0104 605.0104 Governing law.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0104.md)
- [Fla. Stat. § 605.0105 605.0105 Operating agreement; scope, function, and limitations.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0105.md)
- [Fla. Stat. § 605.0106 605.0106 Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0106.md)
- [Fla. Stat. § 605.0107 605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0107.md)
- [Fla. Stat. § 605.0108 605.0108 Nature, purpose, and duration of limited liability company.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0108.md)
- [Fla. Stat. § 605.0109 605.0109 Powers.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0109.md)
- [Fla. Stat. § 605.0110 605.0110 Limited liability company property.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0110.md)
- [Fla. Stat. § 605.0111 605.0111 Rules of construction and supplemental principles of law.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0111.md)
- [Fla. Stat. § 605.0112 605.0112 Name.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0112.md)
- [Fla. Stat. § 605.0113 605.0113 Registered agent.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0113.md)
- [Fla. Stat. § 605.0114 605.0114 Change of registered agent or registered office.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0114.md)

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Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0107. Check the current official text before relying on it. Not legal advice.