Florida Statutes § 605.0404 — Sharing of distributions before dissolution and profits and losses.
AI-assisted research summary: The company must share distributions and allocate profits and losses based on members’ agreed contribution values, subject to stated exceptions. A person generally has no right to non-cash distributions, and dissociation alone does not create a distribution right.
605.0404 Sharing of distributions before dissolution and profits and losses.—(1) Distributions made by a limited liability company before its dissolution and winding up must be shared by the members and persons dissociated as members on the basis of the agreed value, as stated in the company’s records, of the contributions made by each of the members and persons dissociated as members to the extent that the contributions have been received by the company, except to the extent necessary to comply with a transfer effective under s. 605.0502 or charging order in effect under s. 605.0503. (2) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person’s dissociation does not entitle the person to a distribution. (3) A person does not have a right to demand or receive a distribution from a limited liability company in a form other than money. Except as otherwise provided in s. 605.0710(4), a limited liability company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person’s share of distributions. (4) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution. (5) Profits and losses of a limited liability company must be allocated among the members and persons dissociated as members on the basis of the agreed value, as stated in the company’s records, of the contributions made by each of the members and persons dissociated as members to the extent that the contributions have been received by the company.