Florida Statute 605.0502
“Transfer of transferable interest”
What it means
Section 605.0502 covers transfers, in whole or in part, of a transferable interest in a Florida LLC. A transfer is permissible and does not by itself cause the member's dissociation or a dissolution of the company. It does not entitle the transferee to participate in management or to have access to records or other information concerning the company's activities and affairs.
The transferee has the right to receive, in accordance with the transfer, the distributions the transferor would otherwise be entitled to. In a dissolution and winding up, the transferee is entitled to an account of company transactions only from the date of dissolution. The transferor keeps the rights of a member other than the interest transferred, and all of a member's duties and obligations.
The company need not give effect to a transferee's rights until it knows or has notice of the transfer. A transfer that violates a restriction in the operating agreement is ineffective as to a person with knowledge or notice of the restriction at the time of transfer. A transferee who becomes a member is liable for certain known obligations under subsection (8).
- A transfer is permissible and does not by itself cause dissociation or dissolution (§ 605.0502(1)(a)-(b)).
- The transferee is not entitled to participate in management or conduct of the company (§ 605.0502(1)(c)1.).
- The transferee may receive the distributions the transferor would otherwise get, in accordance with the transfer (§ 605.0502(2)).
- In a dissolution, the transferee gets an account of transactions only from the date of dissolution (§ 605.0502(3)).
- The company need not give effect to a transferee's rights until it knows or has notice of the transfer (§ 605.0502(5)).
- A transfer violating an operating agreement restriction is ineffective as to a person with knowledge or notice of the restriction at the time of transfer (§ 605.0502(6)).
Text of the statute (2026)
(1) Subject to s. 605.0503, a transfer, in whole or in part, of a transferable interest: (a) Is permissible; (b) Does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and (c) Does not entitle the transferee to: 1. Participate in the management or conduct of the company’s activities and affairs; or 2. Except as otherwise provided in subsection (3), have access to records or other information concerning the company’s activities and affairs.
(2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (3) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution.
(5) A limited liability company need not give effect to a transferee’s rights under this section until the company knows or has notice of the transfer. (6) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person who has knowledge or notice of the restriction at the time of transfer. (7) Except as otherwise provided in s. 605.0602(5)(b), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member. (8) If a member transfers a transferable interest to a person who becomes a member with respect to the transferred interest, the transferee is liable for the member’s obligations under ss. 605.0403 and 605.0406(3) which are known to the transferee at the time the transferee becomes a member.
Excerpts are the subsections the summary relies on. Read the full official text of § 605.0502.
History. s. 2, ch. 2013-180.
How it applies
A person who receives a transferable interest by transfer should check what was actually transferred. Section 605.0502 gives the transferee distribution rights; management participation and records access are not part of the transfer under subsection (1)(c). The operating agreement may restrict transfers, and under subsection (6) a transfer that violates a restriction is ineffective as to anyone with knowledge or notice of it. The company need not give effect to the transferee's rights until it has notice of the transfer (subsection (5)).
Where this shows up
Pages on this site where § 605.0502 does real work:
Questions people ask
Sources
- Florida Statutes (2026), section 605.0502 (Subsections (1)-(3): rights of a transferee; (5)-(6): notice and operating agreement restrictions; (7)-(8): transferor and transferee obligations.)
- Florida Statutes (2026), section 605.0503 (Cross-reference: subsection (1) applies "Subject to s. 605.0503" (charging orders).)
Last checked: October 17, 2026
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