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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
A bill to be entitled 1
An act relating to limited liability companies; 2
creating s. 605.2101, F.S.; providing a short title; 3
creating s. 605.2102, F.S.; defining terms; creating 4
s. 605.2103, F.S.; providing that a protected series 5
of a series limited liability company is a person 6
distinct from certain other entities; creating s. 7
605.2104, F.S.; providing for powers and prohibitions 8
for protected series of series limited liability 9
companies; creating s. 605.2105, F.S.; providing 10
construction; creating s. 605.2106, F.S.; specifying 11
what the operating agreement of a series limited 12
liability company governs; providing applicability; 13
creating s. 605.2107, F.S.; providing prohibitions and 14
authorizations relating to operating agreements; 15
creating s. 605.2108, F.S.; providing applicability ; 16
creating s. 605.2201, F.S.; authorizing series limited 17
liability companies to establish protected series; 18
providing requirements for establishing protected 19
series and amending protected series designations; 20
creating s. 605.2202, F.S.; providing requireme nts for 21
naming a protected series; creating s. 605.2203, F.S.; 22
providing specifications and requirements for the 23
registered agent for a protected series; providing 24
requirements relating to protected series 25
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
designations; specifying that a registered agent i s 26
not required to distinguish between certain processes, 27
notices, demands, and records unless otherwise agreed 28
upon; creating s. 605.2204, F.S.; authorizing a 29
protected series to be served in a specified manner; 30
specifying that certain services are notice to each 31
protected series; providing certain notice is 32
effective regardless of whether the summons and 33
complaint identify a person if certain requirements 34
are met; providing authorizations relating to certain 35
services and notices; providing construction; cr eating 36
s. 605.2205, F.S.; requiring the Department of State 37
to issue a certificate of status or certificate of 38
registration under certain circumstances; providing 39
requirements for such certificates; providing that 40
such certificates may be relied upon as co nclusive 41
evidence of the facts stated in the certificate; 42
creating s. 605.2206, F.S.; requiring series limited 43
liability companies to include specified information 44
in an annual report; specifying that failure to 45
include such information prevents a certific ate of 46
status from being issued; creating s. 605.2301, F.S.; 47
specifying that only certain assets may be associated 48
assets; providing requirements for an asset to be 49
considered an associated asset; authorizing certain 50
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
records and recordkeeping to be organiz ed in a 51
specified manner; authorizing series limited liability 52
companies or protected series of a company to hold an 53
associated asset in a specified manner; providing 54
exceptions; creating s. 605.2302, F.S.; providing 55
requirements for becoming an associated member of a 56
protected series; creating s. 605.2303, F.S.; 57
requiring that protected -series transferable interests 58
be initially owned by an associated member or a series 59
limited liability company; providing that a company 60
owns such interest under certain ci rcumstances; 61
authorizing series limited liability companies to 62
acquire such interests through a transfer; providing 63
applicability; creating s. 605.2304, F.S.; authorizing 64
protected series to have more than one protected -65
series manager; specifying that if a protected series 66
does not have associated members, the series limited 67
liability company is the protected -series manager; 68
providing applicability; specifying that a person does 69
not owe a duty to specified entities for certain 70
reasons; providing rights of a ssociated members; 71
providing applicability; specifying that an associated 72
member of a protected series is an agent for the 73
protected series and has a specified power; creating 74
s. 605.2305, F.S.; providing rights for certain 75
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
persons relating to protected se ries; providing 76
applicability; creating s. 605.2401, F.S.; providing 77
limitations on liability for certain persons; creating 78
s. 605.2402, F.S.; specifying that certain claims are 79
governed by certain provisions; specifying that the 80
failure of limited liabili ty companies or protected 81
series to observe certain formalities is not a ground 82
to disregard a specified limitation; providing 83
applicability; creating s. 605.2403, F.S.; specifying 84
that certain provisions relating to the provision or 85
restriction of remedie s apply to judgment creditors; 86
creating s. 605.2404, F.S.; defining the terms 87
"enforcement date" and "incurrence date"; authorizing 88
certain judgments to be enforced in accordance with 89
specified provisions; authorizing courts to provide a 90
specified prejudgment remedy; providing that a party 91
making a certain assertion has the burden of proof in 92
specified proceedings; providing applicability; 93
creating s. 605.2501, F.S.; providing specifications 94
for the dissolution of series limited liability 95
companies; creating s. 605.2502, F.S.; providing 96
requirements and authorizations relating to dissolved 97
protected series; specifying that a series limited 98
liability company has not completed winding up until 99
each of the protected series of the company has 100
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completed winding up; creating s. 605.2503, F.S.; 101
providing for the effect of reinstatements of series 102
limited liability companies and revocations of 103
voluntary dissolutions; creating s. 605.2601, F.S.; 104
defining terms; creating s. 605.2602, F.S.; providing 105
prohibitions for protected series relating to 106
conversions, domestications, interest exchanges, and 107
mergers or similar transactions; creating s. 605.2603, 108
F.S.; prohibiting series limited liability companies 109
from involvement in certain transactions; creating s. 110
605.2604, F.S.; authorizing series limited liability 111
companies to be a party to a merger under certain 112
circumstances; creating s. 605.2605, F.S.; requiring 113
plans of merger to meet certain requirements; creating 114
s. 605.2606, F.S.; requiring articles of merger to 115
meet certain requirements; creating s. 605.2607, F.S.; 116
providing for effects of mergers of protected series; 117
creating s. 605.2608, F.S.; providing applicability of 118
certain provisions after a merger; creating s. 119
605.2701, F.S.; providing for the governance of the 120
law of the jurisdiction of formation of a foreign 121
series limited liability company; creating s. 122
605.2702, F.S.; providing requirements for making a 123
specified determination relating to certain companies 124
transacting business in this state or being subject to 125
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the personal jurisdiction of courts in this state; 126
creating s. 605.2703, F.S.; providing applicability of 127
laws relating to registration of foreign series 128
limited liability companies; creating s. 605.2704, 129
F.S.; requiring foreign series limited liability 130
companies and foreign protected series of such foreign 131
series limited liability companies to make specified 132
disclosures; tolling such requirements under certain 133
circumstances; authorizing parties to make a specified 134
request or bring a separate proceeding if such company 135
or series fails to make the disclosures; creating s. 136
605.2801, F.S.; providing applicability of provisions 137
relating to electronic signatures; creating s. 138
605.2802, F.S.; providing construction and 139
applicability; amending s. 605.0103, F.S.; cor recting 140
a cross-reference; providing effective dates. 141
142
Be It Enacted by the Legislature of the State of Florida: 143
144
Section 1. Section 605.2101, Florida Statutes, is created 145
to read: 146
605.2101 Short title. —Sections 605.2101-605.2802 may be 147
cited as the "Uniform Protected Series Provisions." 148
Section 2. Section 605.2102, Florida Statutes, is created 149
to read: 150
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605.2102 Definitions. —As used in ss. 605.2101 -605.2802, 151
the term: 152
(1) "Asset" means property: 153
(a) In which a series limited liability co mpany or a 154
protected series has rights; or 155
(b) As to which the series limited liability company or 156
protected series has the power to transfer rights. 157
(2) "Associated asset" means an asset that meets the 158
requirements of s. 605.2301. 159
(3) "Associated member" means a member that meets the 160
requirements of s. 605.2302. 161
(4) "Foreign protected series" means an arrangement, 162
configuration, or other structure established by a foreign 163
limited liability company which has attributes comparable to a 164
protected series established under this chapter, regardless of 165
whether the law under which the foreign company is organized 166
refers to "series" or "protected series." 167
(5) "Foreign series limited liability company" means a 168
foreign limited liability company that has at l east one foreign 169
series or protected series. 170
(6) "Non-associated asset" means: 171
(a) An asset of a series limited liability company which 172
is not an associated asset of the company; or 173
(b) An asset of a protected series of the series limited 174
liability company which is not an associated asset of the 175
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
protected series. 176
(7) "Person" has the same meaning as in s. 605.0102 and 177
includes a protected series and a foreign protected series. 178
(8) "Protected series," except in the phrase "foreign 179
protected series," means a protected series established under s. 180
605.2201. 181
(9) "Protected-series manager" means a person under whose 182
authority the powers of a protected series are exercised and 183
under whose direction the activities and affairs of the 184
protected series are managed under the operating agreement and 185
this chapter. 186
(10) "Protected-series transferable interest" means a 187
right to receive a distribution from a protected series. 188
(11) "Protected-series transferee" means a person to which 189
all or part of a protected -series transferable interest of a 190
protected series of a series limited liability company has been 191
transferred, other than the series limited liability company. 192
The term includes a person that owns a protected -series 193
transferable interest as a result of ceasing to be an associated 194
member of a protected series. 195
(12) "Series limited liability company," except in the 196
phrase "foreign series limited liability company," means a 197
limited liability company that has at least one protected 198
series. 199
Section 3. Section 605.2103, Florida Statutes, is created 200
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
to read: 201
605.2103 Nature of protected status. —A protected series of 202
a series limited liability company is a person distinct from all 203
of the following: 204
(1) The series limited liability company, subject to ss. 205
605.2104(1), 605.2501(1), and 605.2502(4). 206
(2) Another protected series of the series limited 207
liability company. 208
(3) A member of the series limited liability company, 209
regardless of whether the member is an associated member of the 210
protected series of the series limited liability company. 211
(4) A protected-series transferee of a protected series of 212
the series limited liability company. 213
(5) A transferee of a transferable interest of th e series 214
limited liability company. 215
Section 4. Section 605.2104, Florida Statutes, is created 216
to read: 217
605.2104 Powers and duration of protected series. — 218
(1) A protected series of a series limited liability 219
company has the capacity to sue and be su ed in its own name. 220
(2) Except as otherwise provided in subsections (3) and 221
(4), a protected series of a series limited liability company 222
has the same powers and purposes as the series limited liability 223
company. 224
(3) A protected series of a series limit ed liability 225
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
company ceases to exist not later than when the series limited 226
liability company completes its winding up. 227
(4) A protected series of a series limited liability 228
company may not: 229
(a) Be a member of the series limited liability company; 230
(b) Establish a protected series; or 231
(c) Except as authorized by law of this state other than 232
this chapter, have a purpose or power, or take an action, that 233
the law of this state other than this chapter prohibits a 234
limited liability company from having or t aking. 235
Section 5. Section 605.2105, Florida Statutes, is created 236
to read: 237
605.2105 Protected series governing law. —The law of this 238
state governs all of the following: 239
(1) The internal affairs of a protected series of a series 240
limited liability comp any, including: 241
(a) Relations among any associated members of the 242
protected series; 243
(b) Relations among the protected series and: 244
1. Any associated member; 245
2. Any protected-series manager; or 246
3. Any protected-series transferee; 247
(c) Relations between any associated member and: 248
1. Any protected-series manager; or 249
2. Any protected-series transferee; 250
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(d) The rights and duties of a protected -series manager; 251
(e) Governance decisions affecting the activities and 252
affairs of the protected serie s and the conduct of those 253
activities and affairs; and 254
(f) Procedures and conditions for becoming an associated 255
member or protected-series transferee. 256
(2) The relations between a protected series of a series 257
limited liability company and each of the fo llowing: 258
(a) The series limited liability company; 259
(b) Another protected series of the series limited 260
liability company; 261
(c) A member of the series limited liability company which 262
is not an associated member of the protected series of the 263
series limited liability company; 264
(d) A protected-series manager that is not a protected -265
series manager of the protected series; and 266
(e) A protected-series transferee that is not a protected -267
series transferee of the protected series. 268
(3) The liability of a pers on for a debt, obligation, or 269
other liability of a protected series of a series limited 270
liability company if the debt, obligation, or liability is 271
asserted solely by reason of the person being or acting as: 272
(a) An associated member, protected -series transferee, or 273
protected-series manager of the protected series; 274
(b) A member of the series limited liability company which 275
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
is not an associated member of the protected series; 276
(c) A protected-series manager that is not a protected -277
series manager of the pr otected series; 278
(d) A protected-series transferee that is not a protected -279
series transferee of the protected series; 280
(e) A manager of the series limited liability company; or 281
(f) A transferee of a transferable interest of the series 282
limited liability company. 283
(4) The liability of a series limited liability company 284
for a debt, obligation, or other liability of a protected series 285
of the series limited liability company if the debt, obligation, 286
or liability is asserted solely by reason of the series li mited 287
liability company: 288
(a) Having delivered to the department for filing under s. 289
605.2201(2) a protected series designation pertaining to the 290
protected series or under s. 605.2201(4) or s. 605.2202(3) a 291
statement of designation change pertaining to th e protected 292
series; 293
(b) Being or acting as a protected -series manager of the 294
protected series; 295
(c) Having the protected series be or act as a manager of 296
the series limited liability company; or 297
(d) Owning a protected -series transferable interest of t he 298
protected series. 299
(5) The liability of a protected series of a series 300
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
limited liability company for a debt, obligation, or other 301
liability of the series limited liability company or of another 302
protected series of the series limited liability company i f the 303
debt, obligation, or liability is asserted solely by reason of: 304
(a) The protected series: 305
1. Being a protected series of the series limited 306
liability company or having as a protected -series manager the 307
series limited liability company or another protected series of 308
the series limited liability company; or 309
2. Being or acting as a protected -series manager of 310
another protected series of the series limited liability company 311
or a manager of the series limited liability company; or 312
(b) The series limited liability company owning a 313
protected-series transferable interest of the protected series. 314
Section 6. Section 605.2106, Florida Statutes, is created 315
to read: 316
605.2106 Relation of operating agreement and the protected 317
series provisions of this chapter.— 318
(1) Except as otherwise provided in this section, and 319
subject to ss. 605.2107 and 605.2108, the operating agreement of 320
a series limited liability company governs: 321
(a) The internal affairs of a protected series, including: 322
1. Relations among any associated members of the protected 323
series; 324
2. Relations among the protected series and: 325
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
a. Any associated member of the protected series; 326
b. Any protected-series manager; or 327
c. Any protected-series transferee; 328
3. Relations between any asso ciated member and: 329
a. Any protected-series manager; or 330
b. Any protected-series transferee; 331
4. The rights and duties of a protected -series manager; 332
5. Governance decisions affecting the activities and 333
affairs of the protected series and the conduct of those 334
activities and affairs; and 335
6. Procedures and conditions for becoming an associated 336
member or protected-series transferee. 337
(b) Relations between a protected series of the series 338
limited liability company and each of the following: 339
1. The series limited liability company; 340
2. Another protected series of the series limited 341
liability company; 342
3. The protected series, any of its protected -series 343
managers, any associated member of the protected series, or any 344
protected-series transferee of t he protected series; and 345
4. A person in the person's capacity as: 346
a. A member of the series limited liability company which 347
is not an associated member of the protected series; 348
b. A protected-series transferee or protected -series 349
manager of another p rotected series; or 350
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
c. A transferee of the series limited liability company. 351
(2) If this chapter restricts the power of an operating 352
agreement to affect a matter, the restriction applies to a 353
matter under ss. 605.2101 -605.2802 in accordance with s. 354
605.0105. 355
(3) If a law of this state other than this chapter imposes 356
a prohibition, limitation, requirement, condition, obligation, 357
liability, or other restriction on a limited liability company; 358
a member, manager, or other agent of a limited liability 359
company; or a transferee of a limited liability company, except 360
as otherwise provided in the law of this state other than this 361
chapter, the restriction applies in accordance with s. 605.2108. 362
(4) Except as otherwise provided in s. 605.2107, if the 363
operating agreement of a series limited liability company does 364
not provide for a matter described in subsection (1) in a manner 365
authorized by ss. 605.2101 -605.2802, the matter is determined in 366
accordance with the following: 367
(a) To the extent ss. 605.2101 -605.2802 address the 368
matter, ss. 605.2101 -605.2802 govern. 369
(b) To the extent ss. 605.2101 -605.2802 do not address the 370
matter, this chapter governs the matter in accordance with s. 371
605.2108. 372
Section 7. Section 605.2107, Florida Statutes, is created 373
to read: 374
605.2107 Additional limitations on operating agreements. — 375
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(1) An operating agreement may not vary the effect of: 376
(a) This section; 377
(b) Section 605.2103; 378
(c) Section 605.2104(1); 379
(d) Section 605.2104(2) to provide a protected series a 380
power beyond the powers this chapter provides a limited 381
liability company; 382
(e) Section 605.2104(3) or (4); 383
(f) Section 605.2105; 384
(g) Section 605.2106; 385
(h) Section 605.2108; 386
(i) Section 605.2201, except to vary the manner in which a 387
series limited liability company approves establishing a 388
protected series; 389
(j) Section 605.2202; 390
(k) Section 605.2301; 391
(l) Section 605.2302; 392
(m) Section 605.2303(1) or (2); 393
(n) Section 605.2304(3) or (6); 394
(o) Section 605.2401, except to decrease or eliminate a 395
limitation of liability stated in that section; 396
(p) Section 605.2402; 397
(q) Section 605.2403; 398
(r) Section 605.2404; 399
(s) Section 605.2501(1), (4), and (5); 400
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(t) Section 605.2502, except to designate a different 401
person to manage winding up; 402
(u) Section 605.2503; 403
(v) Sections 605.2601 -605.2608; 404
(w) Sections 605.2701 -605.2704; 405
(x) Sections 605.2801 -605.2802, except to vary: 406
1. The manner in which a series limited liability company 407
may elect under s. 605.2802(1)(b) to be subject to this chapter; 408
or 409
2. The person that has the right to sign and deliver to 410
the department for filing a record under s. 605.2802(2)(b); or 411
(y) A provision of this chapter pertaining to: 412
1. A registered office or registered agents; or 413
2. The department, including provision s relating to 414
records authorized or required to be delivered to the department 415
for filing under this chapter. 416
(2) An operating agreement may not unreasonably restrict 417
the duties and rights under s. 605.2305 but may impose 418
reasonable restrictions on the a vailability and use of 419
information obtained under s. 605.2305 and may provide 420
appropriate remedies, including liquidated damages, for a breach 421
of any reasonable restriction on use. 422
Section 8. Section 605.2108, Florida Statutes, is created 423
to read: 424
605.2108 Application of this chapter to specified 425
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
provisions of protected series. — 426
(1) Except as otherwise provided in subsection (2) and s. 427
605.2107, the following apply in applying ss. 605.2106, 428
605.2304(3) and (6), 605.2501(4)(a), 605.2502(1), and 429
605.2503(2): 430
(a) A protected series of a series limited liability 431
company is deemed to be a limited liability company that is 432
formed separately from the series limited liability company and 433
is distinct from the series limited liability company and any 434
other protected series of the series limited liability company. 435
(b) An associated member of the protected series of a 436
series limited liability company is deemed to be a member of the 437
series limited liability company deemed to exist under paragraph 438
(a). 439
(c) A protected-series transferee of the protected series 440
is deemed to be a transferee of the series limited liability 441
company deemed to exist under paragraph (a). 442
(d) A protected-series transferable interest of the 443
protected series is deemed to be a tran sferable interest of the 444
series limited liability company deemed to exist under paragraph 445
(a). 446
(e) A protected-series manager is deemed to be a manager 447
of the series limited liability company deemed to exist under 448
paragraph (a). 449
(f) An asset of the pro tected series is deemed to be an 450
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asset of the series limited liability company deemed to exist 451
under paragraph (a), regardless of whether the asset is an 452
associated asset of the protected series. 453
(g) Any creditor or other obligee of the protected series 454
is deemed to be a creditor or obligee of the series limited 455
liability company deemed to exist under paragraph (a). 456
(2) Subsection (1) does not apply if its application 457
would: 458
(a) Contravene s. 605.0105; or 459
(b) Authorize or require the department to: 460
1. Accept for filing a type of record that this chapter 461
does not authorize or require a person to deliver to the 462
department for filing; or 463
2. Make or deliver a record that this chapter does not 464
authorize or require the department to make or deliver. 465
(3) Except to the extent otherwise specified in ss. 466
605.2101-605.2802, the provisions of this chapter applicable to 467
limited liability companies in general and their managers, 468
members and transferees, including, but not limited to, 469
provisions relating to fo rmation, operation, existence, 470
management, court proceedings, and filings with the department 471
and other state or local government agencies, are applicable to 472
each series limited liability company and to each protected 473
series established pursuant to s. 605. 2201. 474
Section 9. Section 605.2201, Florida Statutes, is created 475
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
to read: 476
605.2201 Protected series designation; amendment. — 477
(1) With the affirmative vote or consent of all members of 478
a limited liability company, the company may establish a 479
protected series. 480
(2) To establish a protected series, a limited liability 481
company shall deliver to the department for filing a protected 482
series designation, signed by the company, stating the name of 483
the company and the name of the protected series to be 484
established, and any other information the department requires 485
for filing. 486
(3) A protected series is established when the protected 487
series designation takes effect under s. 605.0207. 488
(4) To amend a protected series designation, a series 489
limited liability com pany shall deliver to the department for 490
filing a statement of designation change, signed by the company, 491
that sets forth: (i) the name of the series limited liability 492
company and the name of the protected series to which the 493
designation applies, (ii) each change to the protected series 494
designation, and (iii) a statement that the change was approved 495
by the affirmative vote or consent of the members of the series 496
limited liability company required to make the designated 497
change. The change takes effect when t he statement of 498
designation change takes effect under s. 605.0207. 499
Section 10. Section 605.2202, Florida Statutes, is created 500
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to read: 501
605.2202 Protected series name. — 502
(1) Except as otherwise provided in subsection (2), the 503
name of a protected series must comply with s. 605.0112. 504
(2) The name of a protected series of a series limited 505
liability company must: 506
(a) Begin with the name of the series limited liability 507
company, including any word or abbreviation required by s. 508
605.0112; and 509
(b) Contain the phrase "protected series" or the 510
abbreviation "P.S." or "PS." 511
(3) If a series limited liability company changes its 512
name, the company must deliver to the department for filing a 513
statement of designation change for each of the company's 514
protected series, changing the name of each protected series to 515
comply with this section. 516
Section 11. Section 605.2203, Florida Statutes, is created 517
to read: 518
605.2203 Registered agent. — 519
(1) The registered agent in this state for a series 520
limited liability company is the registered agent in this state 521
for each protected series of the company. 522
(2) Before delivering a protected series designation to 523
the department for filing, a series limited liability company 524
must agree with a registered agent that the age nt will serve as 525
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the registered agent in this state for the company and for each 526
protected series of the company. 527
(3) A person that signs a protected series designation 528
delivered to the department for filing affirms as a fact that 529
the series limited liab ility company on whose behalf the 530
designation is delivered has complied with subsection (2). 531
(4) A person that ceases to be the registered agent for a 532
series limited liability company ceases to be the registered 533
agent for each protected series of the com pany. 534
(5) A person that ceases to be the registered agent for a 535
protected series of a series limited liability company, other 536
than as a result of the termination of the protected series, 537
ceases to be the registered agent of the company and any other 538
protected series of the company. 539
(6) Except as otherwise agreed upon by a series limited 540
liability company and its registered agent, the registered agent 541
is not obligated to distinguish between a process, notice, 542
demand, or other record concerning the compan y and a process, 543
notice, demand, or other record concerning a protected series of 544
the company. 545
Section 12. Section 605.2204, Florida Statutes, is created 546
to read: 547
605.2204 Service of process, notice, demand, or other 548
record.— 549
(1) A protected series of a series limited liability 550
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company may be served with a process required or authorized by 551
law by: 552
(a) Serving the registered agent of the series limited 553
liability company; 554
(b) Serving the registered agent of the protected series; 555
or 556
(c) Other means authorized by the law of this state other 557
than this chapter. 558
(2) Service of a summons and complaint on a series limited 559
liability company is notice to each protected series of the 560
company of service of the summons and complaint and the contents 561
of the complaint. 562
(3) Service of a summons and complaint on a protected 563
series of a series limited liability company is notice to the 564
company and any other protected series of the company of service 565
of the summons and complaint and the contents of the complain t. 566
(4) Service of a summons and complaint on a foreign series 567
limited liability company is notice to each foreign protected 568
series of the foreign company, of service of the summons and 569
complaint and the contents of the complaint. 570
(5) Service of a summo ns and complaint on a foreign 571
protected series of a foreign series limited liability company 572
is notice to the foreign company and any other foreign protected 573
series of the foreign series limited liability company, of 574
service of the summons and complaint an d the contents of the 575
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complaint. 576
(6) Notice to a person under subsection (2), subsection 577
(3), subsection (4), or subsection (5) is effective regardless 578
of whether the summons and complaint identify the person if the 579
summons and complaint name as a party and identify: 580
(a) The series limited liability company or a protected 581
series of the series limited liability company; or 582
(b) The foreign series limited liability company or a 583
foreign protected series of the foreign series limited liability 584
company. 585
(7) If a domestic or foreign series limited liability 586
company or a protected series of a domestic or foreign series 587
limited liability company ceases to have a registered agent, or 588
its registered agent cannot with reasonable diligence be served, 589
the process required or permitted by law instead may be served 590
in accordance with s. 605.0117(2) -(6). 591
(8) Any notice or demand on a domestic or foreign series 592
limited liability company or a protected series of a domestic or 593
foreign limited liability company may be given or made in 594
accordance with s. 605.0117(7). 595
(9) This section does not affect the right to serve 596
process, notice, or a demand in any other manner provided by 597
law. 598
Section 13. Section 605.2205, Florida Statutes, is created 599
to read: 600
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605.2205 Certificate of status for protected series. — 601
(1) Upon request and payment of the requisite fee, and in 602
compliance with any other applicable requirements of the 603
department or this chapter, the department shall issue a 604
certificate of status for a protected series of a domestic 605
series limited liability company, or a certificate of authority 606
for a foreign protected series, if: 607
(a) In the case of a protected series: 608
1. No statement of dissolution, termination, or relocation 609
pertaining to the series limited liability company or the 610
protected series, has been filed; and 611
2. The series limited liability company has delivered to 612
the department for filing the most recent annual report required 613
by s. 605.0212 and the report includes the name of the protected 614
series, unless: 615
a. When the series limited liability company delivered the 616
report for filing, the protected series designation pertaining 617
to the protected series had not yet taken effect; or 618
b. After the series limited liability company delivered 619
the report for filing, the company delivered to the department 620
for filing a statement of designation change changing the name 621
of the protected series; or 622
(b) In the case of a foreign protected series, it is 623
authorized to transact business in this state. 624
(2) A certificate issued under subsection (1) must state: 625
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(a) In the case of a protected series: 626
1. The name of the protected series of the series limited 627
liability company and the name of the company; 628
2. That the requirements of subsection (1) are met; 629
3. The date the protected series designation pertaining to 630
the protected series took effect; and 631
4. If a statement of designation change pertaining to the 632
protected series has been filed, the effective date and contents 633
of the statement; 634
(b) In the case of a foreign protected series, that it is 635
authorized to transact business in this state; 636
(c) That all fees, taxes, interest, and penalties owed to 637
this state by the protected series or the foreign protected 638
series and collected through the department h ave been paid; and 639
(d) Other facts reflected in the records of the department 640
pertaining to the protected series or foreign protected series 641
which the person requesting the certificate reasonably requests. 642
(3) Subject to any qualification stated by the department 643
in a certificate issued under subsection (1), the certificate 644
may be relied on as conclusive evidence of the facts stated in 645
the certificate. 646
Section 14. Section 605.2206, Florida Statutes, is created 647
to read: 648
605.2206 Information require d in annual report; effect of 649
failure to provide such information. — 650
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(1) In the annual report required by s. 605.0212, a series 651
limited liability company shall include the name of each 652
protected series of the company: 653
(a) For which the series limited li ability company has 654
previously delivered to the department for filing a protected 655
series designation; and 656
(b) Which has not dissolved and completed winding up. 657
(2) A failure by a series limited liability company to 658
comply with subsection (1) with regar d to a protected series 659
prevents issuance of a certificate of status pertaining to the 660
protected series, but does not otherwise affect the protected 661
series. 662
Section 15. Section 605.2301, Florida Statutes, is created 663
to read: 664
605.2301 Associated asset .— 665
(1) Only an asset of a protected series may be an 666
associated asset of the protected series. Only an asset of a 667
series limited liability company may be an associated asset of 668
the company. 669
(2)(a) An asset of a protected series of a series limited 670
liability company is an associated asset of the protected series 671
only if the protected series creates and maintains records that 672
state the name of the protected series and describe the asset 673
with sufficient specificity to permit a disinterested, 674
reasonable individual to: 675
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1. Identify the asset and distinguish it from any other 676
asset of the protected series, any asset of the series limited 677
liability company, and any asset of any other protected series 678
of the company; 679
2. Determine when and from what person the protected 680
series acquired the asset or how the asset otherwise became an 681
asset of the protected series; and 682
3. If the protected series acquired the asset from the 683
series limited liability company or another protected series of 684
the company, determine any consideration paid, the payor, and 685
the payee. 686
(b) A deed or other instrument granting an interest in 687
real property to or from one or more protected series of a 688
series limited liability company, or any other instrument 689
otherwise affecting an interest in real property held by one or 690
more protected series of a series limited liability company, in 691
each case to the extent such deed or other instrument is 692
recorded in the office for recording transfers or other matters 693
affecting real property, is conclusive in favor of a person who 694
gives value without knowledge of the lack of authority of the 695
person signing and delivering the deed or other instrument, and 696
constitutes a record that such interest in real property is an 697
associated asset or liability, as applicable, of the protected 698
series. 699
(3)(a) An asset of a series limited liability company is 700
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an associated asset of the company only if the company creates 701
and maintains records that state the name of the company and 702
describe the asset with sufficient specificity to permit a 703
disinterested, reasonable individual to: 704
1. Identify the asset and distinguish it from any other 705
asset of the series limited liability company and any asset of 706
any protected series of the company; 707
2. Determine when and from what person the series limited 708
liability company acquired the asset or how the asset otherwise 709
became an asset of the company; and 710
3. If the series limited liability company acquired the 711
asset from a protected series of the company, determine any 712
consideration paid, the payor, and the payee. 713
(b) A deed or other instrument granting an interest in 714
real property to or from a series limited liability company, or 715
any other instrument otherwise affecting an interest in real 716
property held by a series limited liability company , in each 717
case to the extent such deed or other instrument is recorded in 718
the office for recording transfers or other matters affecting 719
real property is conclusive in favor of a person who gives value 720
without knowledge of the lack of authority of the perso n signing 721
and delivering the deed or other instrument, and constitutes a 722
record that such interest in real property is an associated 723
asset or liability, as applicable, of the series limited 724
liability company. 725
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(4) The records and recordkeeping required by subsections 726
(2) and (3) may be organized by specific listing, category, 727
type, quantity, or computational or allocational formula or 728
procedure, including a percentage or share of any asset, or in 729
any other reasonable manner. 730
(5) To the extent authorized by this chapter and the law 731
of this state other than this chapter, a series limited 732
liability company or protected series of a series limited 733
liability company may hold an associated asset directly or 734
indirectly, through a representative, nominee, or simil ar 735
arrangement, except that: 736
(a) A protected series may not hold an associated asset in 737
the name of the series limited liability company or another 738
protected series of the company; and 739
(b) The series limited liability company may not hold an 740
associated asset in the name of a protected series of the 741
company. 742
Section 16. Section 605.2302, Florida Statutes, is created 743
to read: 744
605.2302 Associated member. — 745
(1) Only a member of a series limited liability company 746
may be an associated member of a prote cted series of the 747
company. 748
(2) A member of a series limited liability company becomes 749
an associated member of a protected series of the company if the 750
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operating agreement or a procedure established by the operating 751
agreement states: 752
(a) That the member is an associated member of the 753
protected series; 754
(b) The date on which the member became an associated 755
member of the protected series; and 756
(c) Any protected-series transferable interest the 757
associated member has in connection with becoming or be ing an 758
associated member of the protected series. 759
(3) If a person that is an associated member of a 760
protected series of a series limited liability company is 761
dissociated from the company, the person ceases to be an 762
associated member of the protected seri es. 763
Section 17. Section 605.2303, Florida Statutes, is created 764
to read: 765
605.2303 Protected-series transferable interest. — 766
(1) A protected-series transferable interest of a 767
protected series of a series limited liability company must be 768
owned initially by an associated member of the protected series 769
or the series limited liability company. 770
(2) If a protected series of a series limited liability 771
company has no associated members when established, the company 772
owns the protected-series transferable int erests in the 773
protected series. 774
(3) In addition to acquiring a protected -series 775
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transferable series interest under subsection (2), a series 776
limited liability company may acquire a protected -series 777
transferable interest through a transfer from another per son or 778
as provided in the operating agreement. 779
(4) Except for s. 605.2108(1)(c), a provision of this 780
chapter which applies to a protected -series transferee of a 781
protected series of a series limited liability company applies 782
to the company in its capacity as an owner of a protected -series 783
transferable interest of the protected series. A provision of 784
the operating agreement of a series limited liability company 785
which applies to a protected -series transferee of a protected 786
series of the company applies to th e company in its capacity as 787
an owner of a protected -series transferable interest of the 788
protected series. 789
Section 18. Section 605.2304, Florida Statutes, is created 790
to read: 791
605.2304 Management. — 792
(1) A protected series may have more than one protected-793
series manager. 794
(2) If a protected series has no associated members, the 795
series limited liability company is the protected -series 796
manager. 797
(3) Section 605.2108 applies to the determination of any 798
duties of a protected -series manager of a prot ected series to: 799
(a) The protected series; 800
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(b) Any associated member of the protected series; and 801
(c) Any protected-series transferee of the protected 802
series. 803
(4) Solely by reason of being or acting as a protected -804
series manager of a protected seri es, a person owes no duty to: 805
(a) The series limited liability company; 806
(b) Another protected series of the series limited 807
liability company; or 808
(c) Another person in that person's capacity as: 809
1. A member of the series limited liability company wh ich 810
is not an associated member of the protected series; 811
2. A protected-series transferee or protected -series 812
manager of another protected series; or 813
3. A transferee of the series limited liability company. 814
(5) An associated member of a protected ser ies of a series 815
limited liability company has the same rights as any other 816
member of the company to vote on or consent to an amendment to 817
the company's operating agreement or any other matter being 818
decided by the members, regardless of whether the amendmen t or 819
matter affects the interests of the protected series or the 820
associated member. 821
(6) The right of a member to maintain a derivative action 822
to enforce a right of a limited liability company pursuant to s. 823
605.0802 shall apply to: 824
(a) An associated me mber of a protected series, in 825
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accordance with s. 605.2108, and 826
(b) A member of a series limited liability company in 827
accordance with s. 605.2108. 828
(7) An associated member of a protected series is an agent 829
for the protected series with power to bind th e protected series 830
to the same extent that a member of a limited liability company 831
is an agent for the company with power to bind the company under 832
s. 605.04074(1)(a). 833
Section 19. Section 605.2305, Florida Statutes, is created 834
to read: 835
605.2305 Right of a person who is not an associated member 836
of protected series to information concerning protected series. — 837
(1) A member of a series limited liability company which 838
is not an associated member of a protected series of the company 839
has a right to informa tion concerning the protected series to 840
the same extent, in the same manner, and under the same 841
conditions that a member that is not a manager of a manager -842
managed limited liability company has a right to information of 843
the company under ss. 605.0410(1) an d 605.0410(3)(b). 844
(2) A person who was formerly an associated member of a 845
protected series has a right to information concerning the 846
protected series to the same extent, in the same manner, and 847
under the same conditions that a person dissociated as a mem ber 848
of a manager-managed limited liability company has a right to 849
information concerning the limited liability company under s. 850
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605.0410(4) or other applicable law. 851
(3) If an associated member of a protected series dies, 852
the legal representative of the d eceased associated member has a 853
right to information concerning the protected series to the same 854
extent, in the same manner, and under the same conditions that 855
the legal representative of a deceased member of a limited 856
liability company has a right to info rmation concerning the 857
company under s. 605.0410(9). 858
(4) A protected-series manager of a protected series has a 859
right to information concerning the protected series to the same 860
extent, in the same manner, and under the same conditions that a 861
manager of a manager-managed limited liability company has a 862
right to information concerning the company under s. 863
605.0410(3)(a). 864
(5) The court-ordered inspection provisions of s. 605.0411 865
also apply to the information rights regarding series limited 866
liability companies and protected series described in this 867
section. 868
Section 20. Section 605.2401, Florida Statutes, is created 869
to read: 870
605.2401 Limitations on liability. — 871
(1) A person is not liable, directly or indirectly, by way 872
of contribution or otherwise, fo r a debt, obligation, or other 873
liability of: 874
(a) A protected series of a series limited liability 875
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company solely by reason of being or acting as: 876
1. An associated member, protected -series manager, or 877
protected-series transferee of the protected series; or 878
2. A member, manager, or a transferee of the company; or 879
(b) A series limited liability company solely by reason of 880
being or acting as an associated member, protected -series 881
manager, or protected -series transferee of a protected series of 882
the company. 883
(2) Subject to s. 605.2404, the following apply: 884
(a) A debt, obligation, or other liability of a series 885
limited liability company is solely the debt, obligation, or 886
liability of the company. 887
(b) A debt, obligation, or other liability of a protect ed 888
series is solely the debt, obligation, or liability of the 889
protected series. 890
(c) A series limited liability company is not liable, 891
directly or indirectly, by way of contribution or otherwise, for 892
a debt, obligation, or other liability of a protected series of 893
the company solely by reason of the protected series being a 894
protected series of the company, or the series limited liability 895
company: 896
1. Being or acting as a protected -series manager of the 897
protected series; 898
2. Having the protected series ma nage the series limited 899
liability company; or 900
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3. Owning a protected -series transferable interest of the 901
protected series. 902
(d) A protected series of a series limited liability 903
company is not liable, directly or indirectly, by way of 904
contribution or othe rwise, for a debt, obligation, or other 905
liability of the company or another protected series of the 906
company, solely by reason of: 907
1. Being a protected series of the series limited 908
liability company; 909
2. Being or acting as a manager of the series limited 910
liability company or a protected -series manager of another 911
protected series of the company; or 912
3. Having the series limited liability company or another 913
protected series of the company be or act as a protected -series 914
manager of the protected series. 915
Section 21. Section 605.2402, Florida Statutes, is created 916
to read: 917
605.2402 Claim seeking to disregard limitation of 918
liability.— 919
(1) Except as otherwise provided in subsection (2), a 920
claim seeking to disregard a limitation in s. 605.2401 is 921
governed by the principles of law and equity, including a 922
principle providing a right to a creditor or holding a person 923
liable for a debt, obligation, or other liability of another 924
person, which would apply if each protected series of a series 925
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limited liability com pany were a limited liability company 926
formed separately from the series limited liability company and 927
distinct from the series limited liability company and any other 928
protected series of the series limited liability company. 929
(2) The failure of a limited liability company or a 930
protected series to observe formalities relating to the exercise 931
of its powers or management of its activities and affairs is not 932
a ground to disregard a limitation in s. 605.2401(1) but may be 933
a ground to disregard a limitation in s . 605.2401(2). 934
(3) This section applies to a claim seeking to disregard a 935
limitation of liability applicable to a foreign series limited 936
liability company or foreign protected series and comparable to 937
a limitation stated in s. 605.2401, if: 938
(a) The claimant is a resident of this state, transacting 939
business in this state, or authorized to transact business in 940
this state; or 941
(b) The claim is to establish or enforce a liability 942
arising under law of this state other than this chapter or from 943
an act or omission in this state. 944
Section 22. Section 605.2403, Florida Statutes, is created 945
to read: 946
605.2403 Remedies of judgment creditor of associated 947
member or protected-series transferee.—The provisions of s. 948
605.0503 providing or restricting remedies avail able to a 949
judgment creditor of a member or transferee of a limited 950
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liability company apply to a judgment creditor of: 951
(1) An associated member or protected -series transferee of 952
a protected series; and 953
(2) A series limited liability company, to the exte nt the 954
company owns a protected -series transferable interest of a 955
protected series. 956
Section 23. Section 605.2404, Florida Statutes, is created 957
to read: 958
605.2404 Enforcement of claim against non -associated 959
asset.— 960
(1) For the purposes of this sectio n, the term: 961
(a) "Enforcement date" means 12:01 a.m. on the date on 962
which a claimant first serves process on a series limited 963
liability company or protected series in an action seeking to 964
enforce a claim against an asset of the company or protected 965
series by attachment, levy, or the like under this section. 966
(b) "Incurrence date" subject to s. 605.2608(2) means the 967
date on which a series limited liability company or protected 968
series incurred the liability giving rise to a claim that a 969
claimant seeks to enforce under this section. 970
(2) If a claim against a series limited liability company 971
or a protected series of the company has been reduced to 972
judgment, in addition to any other remedy provided by law or 973
equity, the judgment may be enforced in accordance with the 974
following: 975
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(a) A judgment against the series limited liability 976
company may be enforced against an asset of a protected series 977
of the company if the asset: 978
1. Was a non-associated asset of the protected series on 979
the incurrence date; or 980
2. Is a non-associated asset of the protected series on 981
the enforcement date. 982
(b) A judgment against a protected series may be enforced 983
against an asset of the series limited liability company if the 984
asset: 985
1. Was a non-associated asset of the series limit ed 986
liability company on the incurrence date; or 987
2. Is a non-associated asset of the series limited 988
liability company on the enforcement date. 989
(c) A judgment against a protected series may be enforced 990
against an asset of another protected series of the series 991
limited liability company if the asset: 992
1. Was a non-associated asset of the other protected 993
series on the incurrence date; or 994
2. Is a non-associated asset of the other protected series 995
on the enforcement date. 996
(3) In addition to any other rem edy provided by law or 997
equity, if a claim against a series limited liability company or 998
a protected series has not been reduced to a judgment, and law 999
other than this chapter permits a prejudgment remedy by 1000
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attachment, levy, or the like, the court may appl y subsection 1001
(2) as a prejudgment remedy. 1002
(4) In a proceeding under this section, the party 1003
asserting that an asset is or was an associated asset of a 1004
series limited liability company or a protected series of the 1005
series limited liability company has the burden of proof on the 1006
issue. 1007
(5) This section applies to an asset of a foreign series 1008
limited liability company or foreign protected series if: 1009
(a) The asset is real or tangible property located in this 1010
state; 1011
(b) The claimant is a resident of this state or 1012
transacting business or authorized to transact business in this 1013
state, or the claim under this section is to enforce a judgment, 1014
or to seek a pre-judgment remedy, pertaining to a liability 1015
arising from the law of this state other than this chapter or an 1016
act or omission in this state; and 1017
(c) The asset is not identified in the records of the 1018
foreign series limited liability company or foreign protected 1019
series in a manner comparable to the manner required by s. 1020
605.2301. 1021
Section 24. Section 605 .2501, Florida Statutes, is created 1022
to read: 1023
605.2501 Events causing dissolution of protected series. —A 1024
protected series of a series limited liability company is 1025
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dissolved, and its activities and affairs must be wound up, upon 1026
the: 1027
(1) Dissolution of t he series limited liability company; 1028
(2) Occurrence of an event or circumstance the operating 1029
agreement states causes dissolution of the protected series; 1030
(3) Affirmative vote or consent of all associated members 1031
of the protected series; 1032
(4) Entry by the court of an order dissolving the 1033
protected series on application by an associated member or 1034
protected-series manager of the protected series: 1035
(a) In accordance with s. 605.2108; and 1036
(b) To the same extent, in the same manner, and on the 1037
same grounds the court would enter an order dissolving a limited 1038
liability company on application by a member or manager of the 1039
limited liability company pursuant to s. 605.0702; 1040
(5) Entry by the court of an order dissolving the 1041
protected series on application by the series limited liability 1042
company, or a member or manager of the series limited liability 1043
company: 1044
(a) In accordance with s. 605.2108; and 1045
(b) To the same extent, in the same manner, and on the 1046
same grounds the court would enter an order dissolving a limited 1047
liability company on application by a member or manager of the 1048
limited liability company pursuant to s. 605.0702; 1049
(6) Automatic or involuntary dissolution of the series 1050
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limited liability company that established the protected series; 1051
or 1052
(7) The filing of a statement of administrative 1053
dissolution of the limited liability company by the department 1054
pursuant to s. 605.0714. 1055
Section 25. Section 605.2502, Florida Statutes, is created 1056
to read: 1057
605.2502 Winding up dissolved protected series. — 1058
(1) Subject to subsections (2) and (3) and in accordance 1059
with s. 605.2108: 1060
(a) A dissolved protected series shall wind up its 1061
activities and affairs in the same manner that a dissolved 1062
limited liability company winds up its activities and affairs 1063
under s. 605.0709, subject to the same requirements and 1064
conditions, and with the same effects; and 1065
(b) Judicial supervision or another judicial remedy is 1066
available in the winding up of the protected series to the same 1067
extent, in the same manner, under the same conditions, and with 1068
the same effects that apply under s. 605.0709(5). 1069
(2) When a protected series of a series limited liability 1070
company dissolves, the company may deliver to the department for 1071
filing articles of protected series dissolution stating the name 1072
of the series limited liability company and the protected series 1073
and that the protected series is dissolved. The filing of the 1074
articles of dissolution by the department has the same effect 1075
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with regard to the protected series as the filing by a limite d 1076
liability company of articles of dissolution with the department 1077
under s. 605.0707. 1078
(3) When a protected series of a series limited liability 1079
company has completed winding up in accordance with s. 605.0709, 1080
the company that established the protected se ries may deliver to 1081
the department for filing a statement of designation 1082
cancellation, stating: (i) the name of the company and the 1083
protected series, (ii) that the protected series is terminated 1084
with the effective date of the termination if that date is no t 1085
the date of filing of the statement of designation cancellation, 1086
and (iii) any other information required by the department. The 1087
filing of the statement of designation cancellation by the 1088
department has the same effect as the filing by the department 1089
of a statement of termination under s. 605.0709(7). 1090
(4) A series limited liability company has not completed 1091
its winding up until each of the protected series of the company 1092
has completed its winding up. 1093
Section 26. Section 605.2503, Florida Statutes, i s created 1094
to read: 1095
605.2503 Effect of reinstatement of series limited 1096
liability company or revocation of voluntary dissolution. —If a 1097
series limited liability company that has been administratively 1098
dissolved is reinstated, or a series limited liability co mpany 1099
that voluntarily dissolved revokes its articles of dissolution 1100
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before filing a statement of termination: 1101
(1) Each protected series of the series limited liability 1102
company ceases winding up; and 1103
(2) The provisions of s. 605.0708 apply to the serie s 1104
limited liability company and apply to each protected series of 1105
the company, in accordance with s. 605.2108. 1106
Section 27. Section 605.2601, Florida Statutes, is created 1107
to read: 1108
605.2601 Entity transactions involving a series limited 1109
liability company or a protected series restricted; 1110
definitions.—As used in ss. 605.2601 -605.2608, the term: 1111
(1) "After a merger" or "after the merger" means when a 1112
merger under s. 605.2604 becomes effective and afterwards. 1113
(2) "Before a merger" or "before the merger " means before 1114
a merger under s. 605.2604 becomes effective. 1115
(3) "Continuing protected series" means a protected series 1116
of a surviving series limited liability company which continues 1117
in uninterrupted existence after a merger under s. 605.2604. 1118
(4) "Merging company" means a limited liability company 1119
that is party to a merger under s. 605.2604. 1120
(5) "Non-surviving company" means a merging company that 1121
does not continue in existence after a merger under s. 605.2604. 1122
(6) "Relocated protected series" mea ns a protected series 1123
of a non-surviving company which, after a merger under s. 1124
605.2604, continues in uninterrupted existence as a protected 1125
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series of the surviving company. 1126
(7) "Surviving company" means a merging company that 1127
continues in existence aft er a merger under s. 605.2604. 1128
Section 28. Section 605.2602, Florida Statutes, is created 1129
to read: 1130
605.2602 Protected series may not be party to entity 1131
transaction.—Except as provided in ss. 605.2605(2), 605.2606(2), 1132
and 605.2607(1), a protected seri es may not be a party to, be 1133
formed, organized, established, or created in, or result from: 1134
(1) A conversion, domestication, interest exchange, or 1135
merger under: 1136
(a) This chapter; or 1137
(b) The law of a foreign jurisdiction, however the 1138
transaction is denominated under such law; or 1139
(2) A transaction with the same substantive effect as a 1140
conversion, domestication, interest exchange, or merger. 1141
Section 29. Section 605.2603, Florida Statutes, is created 1142
to read: 1143
605.2603 Restriction on entity transaction involving 1144
series limited liability company. —A series limited liability 1145
company may not be: 1146
(1) A party to, formed, organized, created in, or result 1147
from: 1148
(a) A conversion, domestication, or interest exchange, 1149
under: 1150
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1. This chapter; or 1151
2. The law of a foreign jurisdiction, however the 1152
transaction is denominated under such law; or 1153
(b) A transaction with the same substantive effect as a 1154
conversion, domestication, or interest exchange. 1155
(2) Except as otherwise provided in s. 605.2604, a party 1156
to or the surviving company of: 1157
(a) A merger under: 1158
1. This chapter; or 1159
2. The law of a foreign jurisdiction, however a merger is 1160
denominated under such law; or 1161
(b) A transaction with the same substantive effect as a 1162
merger. 1163
Section 30. Section 605.2604, Florida Statutes, is created 1164
to read: 1165
605.2604 Merger authorized; parties restricted. —A series 1166
limited liability company may be party to a merger in accordance 1167
with ss. 605.1021-605.1026, this section, and ss. 605.2605 -1168
605.2608, only if: 1169
(1) Each other party to the merger is a limited liability 1170
company; and 1171
(2) The surviving company is not created in the merger. 1172
Section 31. Section 605.2605, Florida Statutes, is created 1173
to read: 1174
605.2605 Plan of merger. —In a merger under s. 605.2604, 1175
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the plan of merger must: 1176
(1) Comply with s. 605.1022 relating to the contents of a 1177
plan of merger of a limited liability company; and 1178
(2) State in a record: 1179
(a) For any protected series of a no n-surviving company, 1180
whether after the merger the protected series will be a 1181
relocated protected series or be dissolved, wound up, and 1182
terminated; 1183
(b) For any protected series of the surviving company 1184
which exists before the merger, whether after the mer ger the 1185
protected series will be a continuing protected series or be 1186
dissolved, wound up, and terminated; 1187
(c) For each relocated protected series or continuing 1188
protected series: 1189
1. The name of any person that becomes an associated 1190
member or protected-series transferee of the protected series 1191
after the merger, any consideration to be paid by, on behalf of, 1192
or in respect of the person, the name of the payor, and the name 1193
of the payee; 1194
2. The name of any person whose rights or obligations in 1195
the person's capacity as an associated member or protected -1196
series transferee will change after the merger; 1197
3. Any consideration to be paid to a person who before the 1198
merger was an associated member or protected -series transferee 1199
of the protected series and the name of the payor; and 1200
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4. If after the merger the protected series will be a 1201
relocated protected series, its new name; 1202
(d) For any protected series to be established by the 1203
surviving company as a result of the merger: 1204
1. The name of the protected series a nd the address of its 1205
principal office; 1206
2. Any protected-series transferable interest to be owned 1207
by the surviving company when the protected series is 1208
established; and 1209
3. The name of and any protected -series transferable 1210
interest owned by any person that will be an associated member 1211
of the protected series when the protected series is 1212
established; and 1213
(e) For any person that is an associated member of a 1214
relocated protected series and will remain a member after the 1215
merger, any amendment to the operat ing agreement of the 1216
surviving limited liability company which: 1217
1. Is or is proposed to be in a record; and 1218
2. Is necessary or appropriate to state the rights and 1219
obligations of the person as a member of the surviving limited 1220
liability company. 1221
Section 32. Section 605.2606, Florida Statutes, is created 1222
to read: 1223
605.2606 Articles of merger. —In a merger under s. 1224
605.2604, the articles of merger must: 1225
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(1) Comply with s. 605.1025 relating to the articles of 1226
merger; and 1227
(2) Include as an attachment the following records, each 1228
to become effective when the merger becomes effective: 1229
(a) For a protected series of a merging company being 1230
terminated as a result of the merger, a statement of designation 1231
cancellation and termination signed by the non -surviving merging 1232
company; 1233
(b) For a protected series of a non -surviving company 1234
which after the merger will be a relocated protected series: 1235
1. A statement of relocation signed by the non -surviving 1236
company which contains the name of the series limited lia bility 1237
company and the name of the protected series before and after 1238
the merger; and 1239
2. A statement of protected series designation signed by 1240
the surviving company; and 1241
(c) For a protected series being established by the 1242
surviving company as a result o f the merger, a protected series 1243
designation signed by the surviving company. 1244
Section 33. Section 605.2607, Florida Statutes, is created 1245
to read: 1246
605.2607 Effect of merger. —When a merger of a protected 1247
series under s. 605.2604 becomes effective, in a ddition to the 1248
effects stated in s. 605.1026 stating the effect of a merger: 1249
(1) As provided in the plan of merger, each protected 1250
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
series of each merging series limited liability company which 1251
was established before the merger: 1252
(a) Is a relocated prote cted series or continuing 1253
protected series; or 1254
(b) Is dissolved, wound up, and terminated; 1255
(2) Any protected series to be established as a result of 1256
the merger is established; 1257
(3) Any relocated protected series or continuing protected 1258
series is the same person without interruption as it was before 1259
the merger; 1260
(4) All property of a relocated protected series or 1261
continuing protected series continues to be vested in the 1262
protected series without transfer, reversion, or impairment; 1263
(5) All debts, oblig ations, and other liabilities of a 1264
relocated protected series or continuing protected series 1265
continue as debts, obligations, and other liabilities of the 1266
relocated protected series or continuing protected series; 1267
(6) Except as otherwise provided by law o r the plan of 1268
merger, all the rights, privileges, immunities, powers, and 1269
purposes of a relocated protected series or continuing protected 1270
series remain in the protected series; 1271
(7) The new name of a relocated protected series may be 1272
substituted for the former name of the relocated protected 1273
series in any pending action or proceeding; 1274
(8) If provided in the plan of merger: 1275
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(a) A person becomes an associated member or protected -1276
series transferee of a relocated protected series or continuing 1277
protected series; 1278
(b) A person becomes an associated member of a protected 1279
series established by the surviving company as a result of the 1280
merger; 1281
(c) Any change in the rights or obligations of a person in 1282
the person's capacity as an associated member or protected -1283
series transferee of a relocated protected series or continuing 1284
protected series take effect; and 1285
(d) Any consideration to be paid to a person that before 1286
the merger was an associated member or protected -series 1287
transferee of a relocated protected series or continuing 1288
protected series is due; and 1289
(9) Any person that is an associated member of a relocated 1290
protected series becomes a member of the surviving company, if 1291
not already a member. 1292
Section 34. Section 605.2608, Florida Statutes, is created 1293
to read: 1294
605.2608 Application of s. 605.2404 after merger. — 1295
(1) A creditor's right that existed under s. 605.2404 1296
immediately before a merger under s. 605.2604 may be enforced 1297
after the merger in accordance with the following rules: 1298
(a) A creditor's rig ht that existed immediately before the 1299
merger against the surviving company, a continuing protected 1300
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series, or a relocated protected series continues without change 1301
after the merger. 1302
(b) A creditor's right that existed immediately before the 1303
merger against a non-surviving company: 1304
1. May be asserted against an asset of the non -surviving 1305
company which vested in the surviving company as a result of the 1306
merger; and 1307
2. Does not otherwise change. 1308
(c) Subject to subsection (2), the following provisions 1309
apply: 1310
1. In addition to the remedy stated in paragraph (1), a 1311
creditor with a right under s. 605.2404 which existed 1312
immediately before the merger against a non -surviving company or 1313
a relocated protected series may assert the right against: 1314
a. An asset of the surviving company, other than an asset 1315
of the non-surviving company which vested in the surviving 1316
company as a result of the merger; 1317
b. An asset of a continuing protected series; or 1318
c. An asset of a protected series established by the 1319
surviving company as a result of the merger; 1320
d. If the creditor's right was against an asset of the 1321
non-surviving company, an asset of a relocated protected series; 1322
or 1323
e. If the creditor's right was against an asset of a 1324
relocated protected series, an asset of another relocated 1325
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protected series. 1326
2. In addition to the remedy stated in paragraph (b), a 1327
creditor with a right that existed immediately before the merger 1328
against the surviving company or a continuing protected series 1329
may assert the right against: 1330
a. An asset of a relocated protected series; or 1331
b. An asset of a non -surviving company which vested in the 1332
surviving company as a result of the merger. 1333
(2) For the purposes of paragraph (1)(c) and s. 1334
605.2404(2)(a)1., (b)1., and (c)1., the incurrence dat e is 1335
deemed be the date on which the merger becomes effective. 1336
(3) A merger under s. 605.2604 does not affect the manner 1337
in which s. 605.2404 applies to a liability incurred after the 1338
merger becomes effective. 1339
Section 35. Section 605.2701, Florida St atutes, is created 1340
to read: 1341
605.2701 Governing law; foreign series limited liability 1342
companies and foreign protected series. —The law of the 1343
jurisdiction of formation of a foreign series limited liability 1344
company governs: 1345
(1) The internal affairs of a f oreign protected series of 1346
the foreign series limited liability company, including: 1347
(a) Relations among any associated members of the foreign 1348
protected series; 1349
(b) Relations between the foreign protected series and: 1350
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1. Any associated member; 1351
2. Any protected-series manager; or 1352
3. Any protected-series transferee; 1353
(c) Relations between any associated member and: 1354
1. Any protected-series manager; or 1355
2. Any protected-series transferee; 1356
(d) The rights and duties of a protected -series manager; 1357
(e) Governance decisions affecting the activities and 1358
affairs of the foreign protected series and the conduct of those 1359
activities and affairs; and 1360
(f) Procedures and conditions for becoming an associated 1361
member or protected-series transferee; 1362
(2) Relations between the foreign protected series and: 1363
(a) The foreign series limited liability company; 1364
(b) Another foreign protected series of the foreign series 1365
limited liability company; 1366
(c) A member of the foreign series limited liability 1367
company which is not an associated member of the foreign 1368
protected series; 1369
(d) A foreign protected -series manager that is not a 1370
protected-series manager of the foreign protected series; 1371
(e) A foreign protected -series transferee that is not a 1372
foreign protected-series transferee of the foreign protected 1373
series; and 1374
(f) A transferee of a transferable interest of the foreign 1375
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series limited liability company; 1376
(3) Except as otherwise provided in ss. 605.2402 and 1377
605.2404, the liability of a person for a debt, obligati on, or 1378
other liability of a foreign protected series of a foreign 1379
series limited liability company if the debt, obligation, or 1380
liability is asserted solely by reason of the person being or 1381
acting as: 1382
(a) An associated member, protected -series transferee, or 1383
protected-series manager of the foreign protected series; 1384
(b) A member of the foreign series limited liability 1385
company which is not an associated member of the foreign 1386
protected series; 1387
(c) A protected-series manager of another foreign 1388
protected series of the company; 1389
(d) A protected-series transferee of another foreign 1390
protected series of the foreign series limited liability 1391
company; 1392
(e) A manager of the foreign series limited liability 1393
company; or 1394
(f) A transferee of a transferable interest of the foreign 1395
series limited liability company; and 1396
(4) Except as otherwise provided in ss. 605.2402 and 1397
605.2404: 1398
(a) The liability of the foreign series limited liability 1399
company for a debt, obligation, or other liability of a foreign 1400
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
protected series of the foreign series limited liability company 1401
if the debt, obligation, or liability is asserted solely by 1402
reason of the foreign protected series being a foreign protected 1403
series of the foreign series limited liability company, or the 1404
foreign protected series limited liability company: 1405
1. Being or acting as a foreign protected -series manager 1406
of the foreign protected series; 1407
2. Having the foreign protected series manage the foreign 1408
series limited liability company; or 1409
3. Owning a protected -series transferable interest of the 1410
foreign protected series; and 1411
(b) The liability of a foreign protected series for a 1412
debt, obligation, or other liability of the foreign series 1413
limited liability company or another foreign protected series of 1414
the foreign series limited liability company, if the debt, 1415
obligation, or liability is asserted solely by reason of the 1416
foreign protected series: 1417
1. Being a foreign protected series of the foreign series 1418
limited liability company or having the foreign series limited 1419
liability company or another foreign protected series of the 1420
foreign series limited liability company be or act as foreign 1421
protected-series manager of the foreign protected series; or 1422
2. Managing the foreign series limited liability company 1423
or being or acting as a foreign protected -series manager of 1424
another foreign protected series of the foreign series limited 1425
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
liability company. 1426
Section 36. Section 605.2702, Florida Statutes, is created 1427
to read: 1428
605.2702 No attribution of activities constituting 1429
transacting business or for establishing jurisdiction. —In 1430
determining whether a foreign series limited liability company 1431
or foreign protected series of the foreign series limited 1432
liability company is transacting business in this state or is 1433
subject to the person al jurisdiction of the courts of this 1434
state: 1435
(1) The activities and affairs of the foreign series 1436
limited liability company are not attributable to a foreign 1437
protected series of the foreign series limited liability company 1438
solely by reason of the foreign protected series being a foreign 1439
protected series of the foreign series limited liability 1440
company; and 1441
(2) The activities and affairs of a foreign protected 1442
series are not attributable to the foreign series limited 1443
liability company or another foreign p rotected series of the 1444
foreign series limited liability company, solely by reason of 1445
the foreign protected series being a foreign protected series of 1446
the foreign series limited liability company. 1447
Section 37. Section 605.2703, Florida Statutes, is creat ed 1448
to read: 1449
605.2703 Certificate of authority for a foreign series 1450
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limited liability company and foreign protected series; 1451
amendment of application. — 1452
(1) Except as otherwise provided in this section and 1453
subject to ss. 605.2402 and 605.2404, the law of this state 1454
governing application by a foreign limited liability company to 1455
obtain a certificate of authority to transact business in this 1456
state as required under s. 605.0902, including the effect of 1457
obtaining a certificate of authority under s. 605.0903, a nd the 1458
effect of failure to have a certificate of authority as 1459
described in s. 605.0904, apply to a foreign series limited 1460
liability company and to a foreign protected series of a foreign 1461
series limited liability company as if the foreign protected 1462
series was a foreign limited liability company formed separately 1463
from the foreign series limited liability company, and distinct 1464
from the foreign series limited liability company and any other 1465
foreign protected series of the foreign series limited liability 1466
company. 1467
(2) An application by a foreign protected series of a 1468
foreign series limited liability company for a certificate of 1469
authority to transact business in this state must include: 1470
(a) The name and jurisdiction of formation of the foreign 1471
series limited liability company and the foreign protected 1472
series seeking a certificate of authority, and all of the other 1473
information required under s. 605.0902, as well as any other 1474
information required by the department; and 1475
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(b) If the company has other foreign prot ected series, the 1476
name, title, capacity, and street and mailing address of at 1477
least one person who has the authority to manage the foreign 1478
limited liability company and who knows the name and street and 1479
mailing address of: 1480
1. Each other foreign protected series of the foreign 1481
series limited liability company; and 1482
2. The foreign protected -series manager of, and the 1483
registered agent for service of process for, each other foreign 1484
protected series of the foreign series limited liability 1485
company. 1486
(3) The name of a foreign protected series applying for a 1487
certificate of authority to transact business in this state must 1488
comply with ss. 605.2202 and 605.0112, and may do so using a 1489
fictitious name pursuant to ss. 605.0906 and 865.09, if the 1490
fictitious name compl ies with ss. 605.0906, 605.0112, and 1491
605.2202. 1492
(4) The requirements in ss. 605.0907 relating to required 1493
information and amending of a certificate of authority apply to 1494
the information required by subsection (2). 1495
(5) The provisions of ss. 605.0903 -605.0912 apply to a 1496
foreign limited liability company and to a protected series of a 1497
foreign series limited liability company applying for, amending, 1498
or withdrawing a certificate of authority to transact business 1499
in this state. 1500
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Section 38. Section 605.2704 , Florida Statutes, is created 1501
to read: 1502
605.2704 Disclosure required when a foreign series limited 1503
liability company or foreign protected series is a party to 1504
proceeding.— 1505
(1) Not later than 30 days after becoming a party to a 1506
proceeding before a civil , administrative, or other adjudicative 1507
tribunal of or located in this state, or a tribunal of the 1508
United States located in this state: 1509
(a) A foreign series limited liability company shall 1510
disclose to each other party the name and street and mailing 1511
address of: 1512
1. Each foreign protected series of the foreign series 1513
limited liability company; and 1514
2. Each foreign protected -series manager of and a 1515
registered agent for service of process for each foreign 1516
protected series of the foreign series limited liab ility 1517
company; and 1518
(b) A foreign protected series of a foreign series limited 1519
liability company shall disclose to each other party the name 1520
and street and mailing address of: 1521
1. The foreign series limited liability company and each 1522
manager of the forei gn series limited liability company and an 1523
agent for service of process for the foreign series limited 1524
liability company; and 1525
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2. Any other foreign protected series of the foreign 1526
series limited liability company and each foreign protected -1527
series manager of and an agent for service of process for the 1528
other foreign protected series. 1529
(2) If a foreign series limited liability company or 1530
foreign protected series challenges the personal jurisdiction of 1531
the tribunal, the requirement that the foreign series lim ited 1532
liability company or foreign protected series make disclosure 1533
under subsection (1) is tolled until the tribunal determines 1534
whether it has personal jurisdiction. 1535
(3) If a foreign series limited liability company or 1536
foreign protected series does not c omply with subsection (1), a 1537
party to the proceeding may: 1538
(a) Request the tribunal to treat the noncompliance as a 1539
failure to comply with the tribunal's discovery rules; or 1540
(b) Bring a separate proceeding in the court to enforce 1541
subsection (1). 1542
Section 39. Section 605.2801, Florida Statutes, is created 1543
to read: 1544
605.2801 Relation to Electronic Signatures in Global and 1545
National Commerce Act. —Section 605.1102 applies to ss. 605.2101 -1546
605.2802. 1547
Section 40. Section 605.2802, Florida Statutes, is cre ated 1548
to read: 1549
605.2802 Transitional provisions. — 1550
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(1) Before July 1, 2024, ss. 605.2101 -605.2802 govern 1551
only: 1552
(a) A series limited liability company formed, or a 1553
protected series established, on or after July 1, 2023; and 1554
(b) A domestic limited liability company formed before 1555
July 1, 2024, that becomes a series limited liability company on 1556
or after July 1, 2024, in the manner provided in its operating 1557
agreement and pursuant to applicable law, to permit the filing 1558
of one or more protected series d esignations for one or more 1559
protected series pursuant to s. 605.2201. 1560
(2) On and after July 1, 2024, this chapter governs all 1561
series limited liability companies and protected series. 1562
(3) Until July 1, 2024, ss. 605.2402 and 605.2404 do not 1563
apply to a foreign protected series that was established before 1564
July 1, 2023 or a foreign limited liability company that became 1565
a foreign series limited liability company before July 1, 2023. 1566
Section 41. Effective upon becoming a law, paragraph (b) 1567
of subsection (1) of section 605.0103, Florida Statutes, is 1568
amended to read: 1569
605.0103 Knowledge; notice. — 1570
(1) A person knows a fact if the person: 1571
(b) Is deemed to know the fact under paragraph (4)(a) 1572
(4)(b), or a law other than this chapter. 1573
Section 42. Except as otherwise expressly provided in this 1574
act and except for this section, which shall take effect upon 1575
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this act becoming a law, this act shall take effect July 1, 1576
2023. 1577