Elected by Board as President and another Board member sent in a change without any Board approval to name them as President to The Division of Corporations.
The LLC’s records, if kept properly and in full compliance with the LLC’s Operating Agreement and the operative facts, ought to reflect actual management decisions and will be controlling.
Intentionally and willfully reporting false information to the Secretary of State is illegal.
You should consult a business attorney to address both issues.
Any answers to general questions are for general information and do not constitute legal advice with respect to your specific situation. We have not formed an attorney-client relationship until we have agreed in writing that I will represent you and that you will pay my fees for doing so. You should consult with competent counsel of your own choosing for legal advice.
Technically, an LLC doesn't have a "President"...usually the relevant individuals in an LLC are identified as a Member, Manager, Managing Member (if formed before the LLC Act was amended), and/or Authorized Member depending upon how the Operating Agreement is drafted. A Board of Directors and officers such as President, etc. are typically for corporations. The governing documents for that entity, together with any properly adopted resolutions, etc. are will control over any specific filing with the Florida Secretary of State (Sunbiz - Division of Corporations). Regardless, if someone is changing the business filings on Sunbiz without appropriate authority to do so, there are civil/criminal remedies available. You need to consult with a business law attorney in your area to review the governing documents of the subject LLC/Corporation and determine the best course of action to resolve this matter.
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