Quick Answer: Can One Member Sell LLC Property Alone?
Sometimes, but the operating agreement and the way the LLC is managed decide it.
Many owners search for “LLC member sold commercial property without consent Florida” after finding a deed they never approved. The first step is separating two questions. Did the LLC sell its own building, or did one member sell his or her membership interest? These raise different issues.
In a member-managed LLC, a member’s act in the ordinary course can bind the company. The exception applies when the member had no authority and the buyer knew or had notice of that lack of authority (Fla. Stat. § 605.04074). An act outside the ordinary course binds the company only if members authorized it by vote. Selling the company’s main building may fall outside that ordinary course. The answer turns on the documents and facts, not on a general rule.
If a co-owner signed away your LLC's commercial building without your agreement, you may have a claim worth reviewing, and we can go through the documents with you. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Start With the Operating Agreement
The operating agreement is the first document to pull. It governs relations among the members and between the members and the company (Fla. Stat. § 605.0105). Read it for three things: who may sign, whether a sale needs a vote, and what notice applies.
Look first for signing authority. Some agreements name a manager or a specific member to handle company real estate. Others say nothing, which leaves gaps.
Next, check the voting rule. In a member-managed LLC, unless Florida’s LLC chapter provides otherwise, an act needs the consent of a majority-in-interest of the members, and each vote counts by profit share (Fla. Stat. § 605.04073). In a 50/50 LLC, neither owner holds a majority alone.
Look for a deadlock process, buy-sell clause or right of first refusal. These terms can control what happens next. If the company acted without a meeting, members who did not consent in writing must get notice within 10 days. Check whether you received it.
Where the agreement is silent, Florida’s LLC chapter fills the gap.
What the Title and Public Records Show
The recorded deed and the closing file show who signed, for which party, and where the money went. Deeds for Hillsborough County property are recorded in the county’s official records. Start with the chain of title there.
Check five things: the grantor named, whether the LLC or a member signed, the signer’s capacity, the date, and whether the deed was recorded.
A recorded certified statement of authority can limit a member’s power to sign. Without one, a member of a member-managed LLC may sign and deliver an instrument affecting company real estate. That instrument is conclusive in favor of a buyer who gives value without knowing the signer lacked authority (Fla. Stat. § 605.04074). This is why the buyer’s knowledge matters.
Next, get the closing file, title company records and settlement statement. These show the price, the payees and any loan payoffs. A title search also reveals mortgages, liens or other recorded interests. Those interests affect what a challenge can accomplish.
How Florida LLC Law Treats Member Authority and Duties
It governs matters the operating agreement leaves open. A person who becomes a member is bound by the operating agreement, even without signing it (Fla. Stat. § 605.0106).
Members of a member-managed LLC owe duties of loyalty and care to the company and its members (Fla. Stat. § 605.04091). The duty of loyalty includes accounting to the company for any property or benefit a member gets from company property. The duty of care bars grossly negligent or reckless conduct, willful misconduct and knowing violations of law.
A member does not break a duty only because the conduct also helps that member.
A member who uses control to benefit himself or herself at the company’s expense may face claims. Whether a claim succeeds turns on the facts and the agreement’s exact wording.
Membership Certificates and Interest Transfers
A member’s own interest is different from the company’s building. An LLC may issue a certificate that evidences a transferable interest. That interest can be transferred by transferring the certificate (Fla. Stat. § 605.0502).
Transfer rules can still limit a sale. A transfer that breaks a restriction in the operating agreement is ineffective against anyone who knew or had notice of that restriction. A transferee also does not gain the right to manage the company (Fla. Stat. § 605.0502).
So if a co-owner sold his or her own interest without consent, the first question is usually the agreement’s transfer terms. If the co-owner sold the company’s building, the question is authority, as covered above.
Find the certificate ledger and every transfer record before you assume either answer.
Remedies a Non-Consenting Member May Consider
A non-consenting member can ask a court to decide whether a sale was authorized.
That action has a hurdle. The member must plead and prove either an actual or threatened injury that is not solely the company’s injury, or an actual or threatened injury resulting from breach of a separate statutory or contractual duty owed by the alleged wrongdoer to the member, even if that injury is in whole or in part the same as the company’s injury (Fla. Stat. § 605.0801). Harm to the company alone may not be enough.
Other paths include asking a court to declare whether the sale was authorized, asking for an order to pause a closing, and asking for an accounting of where the proceeds went. Money damages or undoing the deal may also be options. Which one fits depends on the facts, the buyer’s status and the timing.
Timing matters. That is a general rule, not an automatic result.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Documents to Gather Before Deciding Next Steps
Gather the operating agreement, every amendment, any written consents and member meeting minutes. These show who had power to act and what the members approved.
Next, collect the recorded deed, the closing file, the settlement statement, the purchase contract and any listing agreement. Together they show what was signed, when, and for how much.
Pull correspondence with the co-owner, the buyer, the title company and any lender. Emails and texts often show who knew what, and when.
Gather bank records showing where sale proceeds were deposited and how they were paid out, to the extent you can access them.
Then build a dated timeline. It shows when you learned of the sale, which bears on delay and ratification. Owners who searched for “LLC member sold commercial property without consent Florida” usually need that timeline most.
Send the Documents to Ayala Law for Review
Ayala Law PA can review these records as part of a shareholder, partnership, commercial or real estate dispute. The firm focuses its practice on business litigation, including shareholder and partnership disputes, commercial and contract disputes, construction litigation, real estate litigation and international trade litigation.
The firm’s only office is in Tampa, at 1646 W Snow Ave. It serves businesses in Tampa, Brandon, Riverview, Plant City, Temple Terrace and across Hillsborough County. Eduardo A. Maura is the lawyer responsible for this page. Fees and costs are discussed directly with prospective clients.
Frequently Asked Questions
Can one member of a 50/50 LLC sell company property without consent?
Not always. The operating agreement and Florida’s voting rules decide it, and the answer turns on the documents.
Does a buyer who knew about the lack of authority still get protection?
Florida law protects a buyer who gives value without knowing the signer lacked authority. A buyer who knew is in a different position.
Is there a time limit to act?
Delay can bar claims under Florida’s laches rule. Act promptly and keep a dated timeline.
Does a member owe duties to the other owners?
Yes. Members of a member-managed LLC owe duties of loyalty and care to the company and its members.
If a co-owner signed a sale of your LLC’s commercial building without your agreement, send our team the operating agreement and the recorded deed. Call (305) 570-2208 or request a case evaluation. Any outcome turns on the documents and facts, and no result can be promised.
