In Florida, Limited Liability Companies (LLC) entering into leases or other types of real estate conveyances must have their managing member’s signatures accompanied by two witness signatures in order to comply with the two-witness requirement of Florida Statute Section 689.01. Failure to do so will render any lease or other disposition of property an unenforceable conveyance.
Florida Statute 689.01 governs conveyances of real estate including leases of more than a year. Section 689.01 states in part that for a lease of more than one year there must be a “writing, signed in the presence of two subscribing witnesses by the party… granting…such…term of more than 1 year…” However, the statue provides for an exception stating that corporations may convey in accordance with the provisions of 689.01 or 692.01 or 692.02 which govern conveyances by corporations and do not have the two-witness requirement of 689.01.
The Florida Limited Liability Company Act, chapter 608, Florida Statutes (“The Act”) has no similar provision. The Act provides that an LLC may dispose of property or enter into leases; and it further provides that members and managers of the LLC’s may sign and deliver any instrument transferring or affecting the LLC’s interest in real property.
Although it provides who may execute a lease on behalf of an LLC it does not provide for conveyances of real property which falls entirely under Section 689.01. Thus, Florida courts look to Florida Statutes 689.01 and have found that unlike corporations, LLC’s must adhere to the strict two witness requirement formalities imposed by section 689.01. Thus, any commercial lease in Florida entered into by an LLC must be entered into in the presence of two subscribing witnesses.
*The information in this post was originally published in e-zine articles by Amy Bales in 2010.