183.1101 Authority to sue on behalf of limited liability company.

(1) Unless otherwise provided in an operating agreement, an action on behalf of a limited liability company may be brought in the name of the limited liability company by one or more members of the limited liability company, whether or not the management of the limited liability company is vested in one or more managers, if the members are authorized to sue by the affirmative vote as described in s. 183.0404 (1) (a), except that the vote of any member who has an interest in the outcome of the action that is adverse to the interest of the limited liability company shall be excluded.

(2) In an action brought on behalf of a limited liability company, the member bringing the action shall be a member at the time of bringing the action and at the time of the transaction which is the subject of the action or the person's status as a member devolved upon that person by operation of law or under the terms of an operating agreement from a person who was a member at the time of the transaction.

(3) In an action brought on behalf of a limited liability company, the complaint shall describe with particularity the authorization of the member to bring the action and the determination of the authorization.

(4) If an action brought on behalf of a limited liability company is successful, in whole or in part, as a result of a judgment, compromise or settlement of the action, the court may award the member bringing the action reasonable expenses, including reasonable attorney fees, from any recovery in the action or from the limited liability company.

History: 1993 a. 112; 1995 a. 400.

This section does not require a formal vote or written consent. It requires the complaint to “describe with particularity the authorization of the member to bring this action." Carhart-Halaska International v. Carhart, Inc. 920 F. Supp. 2d 971 (2013).