Meaning of “Organic Law”, “Organic Rules” & Similar Terms in FL Business Law

Written by Ricky Nave in Business Entities & Structures

What does “organic law” mean in the context of Florida business law?

Per Florida statute 607.01401(53), “organic law” means the laws of the jurisdiction in which a business entity was formed.

What does “private organic rules” mean in the context of Florida business law?

Per Florida statute 607.01401(58), “private organic rules” means the rules, whether or not in a record, which govern the internal affairs of a business entity, are binding on all its interest holders, and are not part of its public organic record, if any. If the private organic rules are amended or restated, the term means the private organic rules as last amended or restated. The term includes:

  • (a) The bylaws of a corporation for profit;
  • (b) The bylaws of a nonprofit corporation;
  • (c) The partnership agreement of a general partnership;
  • (d) The partnership agreement of a limited partnership;
  • (e) The operating agreement, limited liability company agreement, or similar agreement of a limited liability company;
  • (f) The bylaws, trust instrument, or similar rules of a real estate investment trust; and
  • (g) The trust instrument of a statutory trust or similar rules of a business trust or common law business trust.

What does “public organic record” mean in the context of Florida business law?

Per Florida statute 607.01401(61), “public organic record” means a record, the filing of which by a governmental body is required to form an entity, and an amendment to or restatement of such record. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated. The term includes the following:

  • (a) The articles of incorporation of a corporation for profit;
  • (b) The articles of incorporation of a nonprofit corporation;
  • (c) The certificate of limited partnership of a limited partnership;
  • (d) The articles of organization, certificate of organization, or certificate of formation of a limited liability company;
  • (e) The articles of incorporation of a general cooperative association or a limited cooperative association;
  • (f) The certificate of trust of a statutory trust or similar record of a business trust; or
  • (g) The articles of incorporation of a real estate investment trust.

What does “organic rules” mean in the context of Florida business law?

Per Florida statute 607.01401(54), “organic rules” means the public organic record and private organic rules of an entity.

Ricky Nave

In college, Ricky studied physics & math, won a prestigious research competition hosted by Oak Ridge National Laboratory, started several small businesses including an energy chewing gum business and a computer repair business, and graduated with a thesis in algebraic topology. After graduating, Ricky attended grad school at Duke University in the mathematics PhD program where he worked on quantum algorithms & non-Euclidean geometry models for flexible proteins. He also worked in cybersecurity at Los Alamos during this time before eventually dropping out of grad school to join a startup working on formal semantic modeling for legal documents. Finally, he left that startup to start his own in the finance & crypto space. Now, he helps entrepreneurs pay less capital gains tax.

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