Dissent: LLCs are a legal fiction, nexus of contracts
The emergency suspension without a hearing of an alcoholic beverage license issued by the Department of Business and Professional Regulation (“DBPR”) for alleged violations of Florida’s COVID-19 orders sparked a quick petition to the First District Court of Appeal in Florida for review of DBPR’s non-final agency action, which was accompanied by a motion to stay the suspension of the license. The court denied the motion to stay in an unpublished order, having yet to decide the merits of the petition, and noted that a dissent would be issued at a later date. I thought I would mark the dissent not [...]
LLCs as Creatures of Contract: Don’t Overestimate this Legal Fiction
I recently sat down with a nonprofit to discuss the asset protection tenets of LLCs, among other things, and was particularly intrigued by where our conversation headed. It was a smart group, to boot, so I took them on a ride all the way back to what LLCs are in their most primitive form: creatures of contract. LLCs exist by virtue of state statutory schemes. In Florida, the Revised Limited Liability Company Act (the "Act") requires the filing of articles of organization with the Department of State in order to form the LLC. The articles of organization is really just a contract between the [...]