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11 Fla. St. U. L. Rev. 387 (1983-1984)
The Limited Liability Company Act

handle is hein.journals/flsulr11 and id is 397 raw text is: COMMENTS THE LIMITED LIABILITY COMPANY ACT RICHARD JOHNSON I. INTRODUCTION The Florida Limited Liability Company Act was added to the Florida Statutes' in 1982 creating the limited liability company (LLC or Company). The LLC is an entity possessing the corporate characteristic of limited liability, but with the added ability to con- duct its affairs as a partnership and also be classified as a partner- ship for federal taxation purposes. Chapter 608 (LLC Act) is very similiar to the limited liability company statute enacted in Wyo- ming in 1977,' and the entity exists only in these two states. The purpose behind the legislation's enactment was to lure capi- tal to the state in order to add to the economic base of Florida. In committee hearings it was disclosed that a motivating factor was to provide a business vehicle to accommodate international invest- ments from Central and South America.8 The LLC is similar to a business organization called a limitada4 which exists in these coun- tries. It was thought that having a familiar business organization would attract foreign investment. Besides attracting international investment, it was also thought that the combination of limited lia- bility and federal taxation as a partnership would encourage busi- nesses to move to Florida. The committee reports were very opti- mistic as to the impact which the new entity would have on the business community. One report even expected a deluge of 1. Florida Limited Liability Company Act, FLA. STAT. ch. 608 (Supp. 1982). Introduced as Fla. HB 475 and in the Senate as Fla. SB 666, the LLC Act was passed as an amendment to Fla. HB 43 by unanimous vote in the Florida House on Mar. 15, 1982 (Fla. H.R. Jour. 0574) and passed unanimously through the Senate on Mar. 25, 1982 (Fla. S. Jour. 0596), the last day of the regular session. 2. Wyoming Limited Liability Company Act, Wvo. STAT. §§ 17-15-101 to 136 (1977). Similar legislation was also introduced in the Alaska legislature in 1975 and 1976 but was never enacted. 3. Fla. H.R., Commerce Committee, tape recording of proceedings (Jan. 27, 1982; Feb. 3, 1982; Feb. 10, 1982) (on file with committee) (discussion of Fla. HB 475); Fla. S., Commerce Committee Staff Analysis and Economic Impact Statement (Mar. 3, 1982) (on file with committee). 4. See Private Letter Ruling 8003072 (Brazilian limitada); Burstein, The Limitada: Partnership or Corporation, 6 INT'L. TAx. J. 32 (1979); Burke & Sessions, Partnerships and Subchapter S, 54 J. TAx 232 (1981).