Olmstead v. Federal Trade Commission, 44 So. 3d 76 (Fla. 2010)

Reviewed by Elizabeth A. Tresp, JD, LL.M., trust & probate litigator · Updated August 2026

What the court held

The then-governing statute “establishes a nonexclusive remedial mechanism.” The charging order exists to protect non-debtor members, and “[i]n such an entity, the set of ‘all members other than the member assigning the interest’ is empty.” With a judgment exceeding $10 million, the appellants were compelled to endorse and surrender their entire LLC interests to a receiver.

How it is commonly miscited

As having killed charging-order protection generally. It did not. The holding is limited to single-member LLCs, and Florida amended its LLC Act in 2011 in response, the fix was partial. Westlaw records the decision as superseded by statute as stated in Capstone Bank v. Perry-Clifton Enterprises, LLC (Fla. 1st DCA Nov. 30, 2017), and separately flags an overruling risk arising from AOK Property Investments, LLC v. Boudreaux (La. Ct. App. 5th Cir. Dec. 9, 2020). The current text of Florida’s charging-order section has not been independently confirmed here and should be checked before it is characterized in print.

The planning lesson

A single-member LLC is a weak asset-protection vehicle almost everywhere, and the weakness is structural rather than a quirk of Florida law, see Albright for the bankruptcy version. Where charging-order protection matters, the answer is a genuine second member with a real economic interest, or ownership of the LLC by a trust. Note also that states differ sharply here, and many that are marketed as “single-member protective” are not, see our state-by-state table.

Why this matters for your plan

Reading the cases is not an academic exercise. Every one of these decisions turned on something a planner controls: when the structure was created, how much control the settlor kept, whether the governing-law choice was backed by real contacts, and whether the client told the truth on the record. We build to the way these disputes are actually litigated, because Elizabeth litigates them. To discuss how your situation maps onto this body of law, call (858) 755-6672.