STORAGE NAME: h0403.CIV
DATE: 3/3/2025
1
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: HB 403
TITLE: Limited Liability Companies
SPONSOR(S): Persons-Mulicka
COMPANION BILL: SB 316 (Berman)
LINKED BILLS: None
RELATED BILLS: None
Committee References
Civil Justice & Claims
Industries & Professional
Activities
Judiciary
SUMMARY
Effect of the Bill:
HB 403 creates The Uniform Protected Series Provisions in ss. 605.2101-605.2802, F.S., within the Limited Liability
Company Act, to allow for the formation of a “protected series LLC” under Florida law. The bill also recognizes the
structure of existing foreign protected series LLCs wishing to do business in Florida.
Fiscal or Economic Impact:
The bill will have an indeterminate fiscal impact on state government and an indeterminate economic impact on
the private sector.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
The bill creates The Uniform Protected Series Provisions in ss. 605.2101-605.2802, F.S., within the Limited Liability
Company (“LLC”) Act, to allow for the formation of a unique form of Limited Liability Company – that is, a
protected series LLC (“series LLC”) – under Florida law. (Section 5) These provisions also recognize the structure
of existing foreign series LLCs wishing to do business in Florida. Practically speaking, this may encourage a
business wishing to organize as a protected series LLC to organize under Florida law, and may encourage existing
foreign series LLCs to bring their business to the state.
Series LLC Formation
The bill defines “series LLC” to mean a domestic LLC with at least one protected series established under s.
605.2201, F.S. (Section 6) The bill also specifies that the provisions of the LLC Act applicable to the formation of an
LLC generally also apply to the formation of a series LLC or protected series, except as otherwise provided, and
establishes provisions specific to the formation of a series LLC or protected series. (Section 12)
Designation of Protected Series
The bill creates s. 605.2201, F.S., to provide that, with the affirmative vote or consent of all members of an LLC, the
LLC may establish a protected series. To establish a protected series after such a vote, the bill requires an LLC to
deliver to the Department of State (“DOS”) for filing a protected series designation, signed by the LLC, stating the
names of the LLC and of the protected series to be established, and any other information DOS requires for filing.
Under the bill, a protected series is established when the protected series designation takes effect. To amend such a
designation, a series LLC must deliver to DOS for filing a statement of designation change, signed by the company,
that sets forth:
The names of the series LLC and of the protected series to which the designation applies;
Each change to the protected series designation; and JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
2
A statement that the change was approved by the affirmative vote or consent of the members of the series
LLC required to make the designated change.
The amendment takes effect when the statement of designation change takes effect. (Section 13)
Protected Series Name
The bill creates s. 605.2202, F.S., to specify that a protected series’ name generally must meet the statutory
requirements for LLC names. However, under the bill, a protected series’ name must also:
Begin with the series LLC’s name, including any word or abbreviation required by the LLC Act; and
Contain the phrase “protected series” or the abbreviation “P.S.” or “PS.”
If a series LLC changes its name, the LLC must deliver to DOS for filing a statement of designation change for each
of the LLC’s protected series, changing the name of each such series to comply with this section. (Section 14)
Nature of a Protected Series
The bill creates s. 605.2103, F.S. to provide that a protected series is a person
1 distinct from all of the following:
The series LLC, generally.
Another protected series of the series LLC.
A member of the series LLC, regardless of whether the member is an associated member
2 of the protected
series.
A protected-series transferee
3 of a protected series of the series LLC.
A transferee of a transferrable interest
4 of the series LLC. (Section 7)
Powers and Duties of a Protected Series
The bill creates s. 605.2104, F.S., to provide that a protected series:
Can sue and be sued in its own name.
Generally has the same powers and purposes as the series LLC.
Ceases to exist not later than when the series LLC completes its winding up.
May not:
o Be a member of the series LLC;
o Establish a protected series; or
o Except as otherwise authorized by Florida law, have a purpose or power, or take an action, that
Florida law prohibits an LLC from having or taking. (Section 8)
Liability Limitations
The bill recognizes both the traditional, vertical liability shield of an LLC and the new, horizontal liability shield of a
series LLC, and establishes the limitations of such shields as applied to a series LLC.
Liability Shield
1 “Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, LLC, limited cooperative
association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint
venture, public corporation, government or governmental subdivision, agency, or instrumentality, or another legal or commercial entity. The
definition also includes a protected series and a foreign protected series. (Section 6)
2 An “associated member” is a series LLC member that meets statutory requirements and is associated with a protected series. (Section 6)
3 “Protected-series transferee” means a person to which all or part of a protected-series transferable interest of a protected series has been
transferred, other than the series LLC company, and includes a person that owns a protected-series transferable interest as a result of
ceasing to be an associated member of a protected series. (Section 6)
4 “Protected series transferrable interest” means the right, as initially owned by a person in the person’s capacity as an associated member,
to receive distributions form a protected series, regardless of whether the person remains a member or continues to own any part of the
right. The term also includes a fraction of an interest. (Section 6) JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
3
The bill creates s. 605.2401, F.S., to provide that the following concepts generally apply:
A series LLC’s debt, obligation, or other liability is solely the debt, obligation, or liability of the series LLC.
A protected series’ debt, obligation, or other liability is solely the debt, obligation, or liability of the
protected series.
A series LLC is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation,
or other liability of its protected series solely by reason of the protected series being a protected series of
the series LLC, or the series LLC:
o Being or acting as a protected-series manager of the protected series;
o Having the protected series manage the series LLC; or
o Owning a protected-series transferrable interest of the protected series.
A protected series is not liable, directly or indirectly, by way of contribution or otherwise, for a debt,
obligation, or other liability of the series LLC or another protected series of the series LLC, solely by reason
of:
o Being a protected series of the series LLC;
o Being or acting as a manager of the series LLC or a protected-series manager of another protected
series of the company; or
o Having the series LLC or another protected series of the company be or act as a protected-series
manager of the protected series.
Further, the bill specifies that a person is not liable, directly or indirectly, by way of contribution or otherwise, for a
debt, obligation, or other liability of:
A protected series of a series LLC solely by reason of being or acting as:
o An associated member, protected-series manager, or protected-series transferee of the protected
series; or
o A member, manager, or a transferee of the series LLC.
A series LLC solely by reason of being or acting as an associated member, protected-series manger, or
protected-series transferee of a protected series of the such LLC. (Section 24)
Claim Seeking to Disregard Liability Limitation
The bill creates s. 605.2402, F.S., to provide that a claim seeking to disregard a liability limitation pertaining to a
series LLC, a protected series, or persons connected thereto, including a principal providing a right to a creditor or
holding a person liable for a debt, obligation, or other liability of another person, is governed by the principles of
law and equity which would apply if each protected series were an LLC formed separately from the series LLC and
distinct from the series LLC and any other protected series of such LLC. The bill also specifies that:
Failure of an LLC or a protected series to observe the formalities of its activities and affairs is not grounds
to disregard a limitation in s. 605.2401(1), F.S., relating to the liability of persons acting in specified roles,
but may be grounds to disregard a limitation in s. 605.2401(2), F.S., relating to the liability of a protected
series or series LLC.
This section applies to a claim seeking to disregard a liability limitation applicable to a foreign series LLC
5
or a foreign protected series
6 and comparable to a limitation stated in s. 605.2401, F.S., if:
o The claimant is a Florida resident, transacting business in Florida, or authorized to transact
business in Florida; or
o The claim is to establish or enforce a liability arising under Florida law other than the LLC Act or
from an act or omission in Florida. (Section 25)
Remedies of Certain Judgment Creditors
5 A “foreign series LLC” is a foreign LLC that has at least one foreign series or protected series. (Section 6)
6 A “foreign protected series” is a series, protected series, protected cell, segregated account, or similar part of a foreign LLC, however the
part is denominate, which is established under law that limits, or limits if conditions specified under law are satisfied, the liability of the part
to a creditor of the foreign company or of another part of the structure, regardless of whether the law uses the term “protected series.”
(Section 6) JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
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The bill creates s. 605.2403, F.S., to specify that the provisions of s. 605.0503, F.S., which provide or restrict
remedies available to a judgment creditor
7 of a member or transferee of an LLC, apply to a judgment creditor of:
An associated member or other holder of a protected series transferable interest in a protected series of a
series LLC or foreign series LLC; and
A series LLC, to the extent the LLC owns a protected-series transferable interest of a protected series.
(Section 26)
Enforcement of Claim Against Non-Associated Assets
The bill creates s. 605.2404, F.S., to specify that, if a claim against a series LLC or a protected series of the LLC has
been reduced to judgment, in addition to any other remedy provided by law or equity, the judgment may be
enforced in accordance with the following:
A judgment against a series LLC may be enforced against an asset
8 of a protected series of the LLC if the
asset:
o Was a non-associated asset
9 of the protected series on the incurrence date;
10 or
o Is a non-associated asset of the protected series on the enforcement date.
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A judgment against a protected series may be enforced against the series LLC if the asset:
o Was a non-associated asset of the series LLC on the incurrence date; or
o Is a non-associated asset of the series LLC on the enforcement date.
A judgment against a protected series may be enforced against an asset of another protected series of the
series LLC if the asset:
o Was a non-associated asset of the other protected series on the incurrence date; or
o Is a non-associated asset of the other protected series on the enforcement date.
Further, under the bill:
If a claim against a series LLC or a protected series has not been reduced to a judgment, and a law other
than the LLC Act authorizes a prejudgment remedy by attachment,
12 levy,
13 or the like, the court may apply
the foregoing as a prejudgment remedy.
The party asserting that an asset is or was an associated asset of a series LLC or a protected series has the
burden of proof on the issue.
Newly-created s. 605.2404, F.S., applies to an asset of a foreign series LLC or foreign protected series under
specified circumstances, including that the asset is real or tangible property located in Florida. (Section 27)
Protected Series LLC Operations and Governance
The bill specifies that the provisions of the LLC Act applicable to LLCs in general, and their members and managers,
including, but not limited to, provisions relating to LLC operation, existence, and management; court proceedings;
and filings with DOS and other state or local government agencies, generally apply to each series LLC and to each
protected series established under s. 605.2201, F.S. (Section 12) The bill also creates provisions of the LLC Act
applicable only to the operation and governance of a series LLC and a protected series.
7 A “judgment creditor” is a person with the right to demand the payment of monetary damages awarded as part of a judgment rendered in a
civil action. Legal Information Institute, Judgment Creditor, https://www.law.cornell.edu/wex/judgment_creditor (last visited Mar. 3, 2025).
8 “Asset” means property: (a) in which a series LLC or a protected series has rights; or (b) as to which the series LLC or protected series has
the power to transfer rights. (Section 6)
9 A “non-associated asset” means: (a) an asset of a series LLC which is not an associated asset of such LLC; or (b) an asset of a protected
series which is not an associated asset of the protected series. (Section 6) “Associated asset,” meanwhile, means an asset that meets the
requirements of s. 605.2301, F.S. In other words, associated assets have only one owner (that is, either the series LLC or the protected
series), while non-associated assets are available to the creditors of both the series LLC and the protected series. (Section 6)
10 “Incurrence date” means the date on which a series LLC or protected series incurred the liability giving rise to a claim that a claimant
seeks to enforce under s. 605.2404, F.S. (Section 27)
11 “Enforcement date” means 12:01 a.m. on the date on which a claimant first serves process on a series LLC or protected series in an action
seeking to enforce a claim against an asset of the LLC or protected series by attachment, levy, or the like under s. 605.2404, F.S. (Section 27)
12 An “attachment” is a court order directing the freezing or seizure of specific assets belonging to a debtor, pending the outcome of a civil
matter involving a creditor who may obtain a judgment in his or her favor that could be satisfied by the sale or application of the assets.
Legal Information Institute, Attachment, https://www.law.cornell.edu/wex/attachment (last visited Mar. 3, 2025).
13 A “levy” is the court-ordered seizure and sale of property to satisfy a delinquent debt or judgment. Legal Information Institute, Levy,
https://www.law.cornell.edu/wex/levy (last visited Mar. 3, 2025). JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
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Protected Series Governing Law
The bill creates ss. 605.2105 to provide that Florida law governs:
The internal affairs of a protected series.
The relations between a protected series and specified parties, including the series LLC and another
protected series of such LLC.
The liability of a person for a debt, obligation, or other liability of a protected series arising under specified
circumstances.
The liability of a series LLC for a debt, obligation, or other liability of its protected series arising under
specified circumstances.
The liability of a protected series for a debt, obligation, or other liability of the series LLC arising under
specified circumstances. (Sections 9)
Similarly, the bill creates s. 605.2701, F.S., to provide that, where the series LLC is a foreign protected series, such
matters are generally governed by the law of the foreign protected series’ jurisdiction of formation. (Section 39)
Operating Agreements
The bill creates s. 605.2106, F.S., to provide that a series LLC’s operating agreement generally governs the internal
affairs of a protected series and relations between a protected series and specified parties. The bill also specifies:
How such matters are determined if the operating agreement of a series LLC does not provide for such
matters in an authorized manner.
How certain restrictions on operating agreements imposed by the LLC Act or other laws apply. (Section 10)
Further, the bill creates s. 605.2107, F.S., to provide that an operating agreement for a series LLC may not vary the
effect of specified provisions of law created by the bill, except to the extent otherwise specified therein. Under the
bill, an operating agreement may not unreasonably restrict the duties and rights of a person who is not an
associated member of a protected series to information concerning the protected series, but may impose
reasonable restrictions on the availability and use of such information, and may provide appropriate remedies,
including liquidated damages, for a breach of any reasonable restriction on such use. (Section 11)
Registered Agent
The bill creates s. 605.2203, F.S., to provide that the registered agent in Florida for a series LLC is the registered
agent in Florida for each protected series of that LLC, but a series LLC must agree with a registered agent that the
agent will serve as the registered agent in Florida for the LLC and for each protected series of the LLC before
delivering a protected series designation to DOS for filing. Further, under the bill, a person that ceases to be the
registered agent for a:
Series LLC ceases to be the registered agent for each protected series of such LLC.
Protected series, other than as a result of the termination of the protected series, ceases to be the
registered agent of the series LLC and any other protected series of such LLC.
Finally, the bill provides that, except as otherwise agreed upon by a series LLC and its registered agent, the
registered agent is not obligated to distinguish between a process, notice, demand, or other record concerning the
series LLC and a process, notice, demand, or other record concerning a protected series of the series LLC. (Section
15)
Service of Process, Notice, Demand, or Other Record
The bill creates s. 605.2204, F.S., to provide that process against a series LLC, a protected series, a registered
foreign series LLC, or a registered foreign protected series may be serviced in the same manner as service is made
on such entity under s. 48.062 and chapters 48 or 49, F.S. Under the bill, any notice or demand on a series LLC or
protected series may be given or made to any member of a member-managed series LLC or to any manager of a
manager-managed LLC; to the registered agent of a series LLC at the registered office of the series LLC in Florida;
or to any other address in Florida which is the principal Florida office of the series LLC. Similarly, any notice or JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
6
demand on a registered foreign series LLC or a registered foreign protected series may be given or made to any
member of a member-managed foreign series LLC or to any manager of a manager-managed foreign series LLC; the
registered agent of the registered foreign series LLC at the registered office of the foreign series LLC; or to the
principal office address, or any other Florida address, which is the principal Florida office of the registered foreign
series LLC. However, the bill does not affect the right to serve process on, give notice to, or make a demand on a
series LLC or a protected series thereof, or on a foreign series LLC or a protected series thereof, in any other
manner provided by law. (Section 16)
The bill also amends s. 48.062, F.S., to define “registered foreign protected series of a foreign series LLC” and
“registered foreign series LLC” and to provide that:
Service on a series LLC is notice to each protected series thereof.
Service on a protected series is notice to the series LLC thereof.
Service on a registered foreign series LLC is notice to each protected series thereof.
Service on a registered foreign protected series is notice to each registered foreign series LLC thereof.
(Section 1)
Foreign Series LLCs and Foreign Protected Series
The bill creates s. 605.2703, F.S., to require that an application by a foreign protected series for a certificate of
authority to do business in Florida must include specified information, including the name and governing
jurisdiction of the foreign series LLC and the foreign protected series seeking the certificate and, if the foreign
series LLC has other foreign protected series, the name, title, capacity, and street and mailing address of at least
one person who has the authority to manage the foreign series LLC and who knows specified information about the
protected series. The bill also specifies which provisions of the LLC Act apply to the application for a certificate of
authority by a foreign series LLC, which provisions include the naming requirements and provisions relating to
required information. (Section 41)
Further, the bill creates s. 605.2702, F.S., to provide that, in determining whether a foreign series LLC or foreign
protected series is transacting business in Florida or is subject to the personal jurisdiction of Florida courts, the
activities and affairs of the:
Foreign series LLC are not attributable to a foreign protected series of such LLC solely by reason of the
foreign protected series being a foreign protected series of the LLC.
Foreign protected series are not attributable to a foreign series LLC or another foreign protected series of
the LLC solely by reason of the foreign protected series being a foreign protected series of the foreign series
LLC. (Section 40)
Finally, the bill creates s. 605.2704, F.S., to provide that, not later than 30 days after becoming a party to a
proceeding before a civil, administrative, or other adjudicative tribunal of or located in Florida, or a tribunal of the
United States located in Florida:
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A foreign series LLC must disclose to each other party the name and street and mailing address of:
o Each of its foreign protected series; and
o Each foreign protected series manager of and a registered agent for service of process for each
foreign protected series.
A foreign protected series must disclose to each other party the name and street and mailing address of:
o The foreign series LLC;
o An agent for service of process for the foreign series LLC;
o Any other foreign protected series of the foreign series LLC; and
o Each foreign protected-series manager of and an agent for service of process for the other foreign
protected series.
Under the bill, where a foreign series LLC or foreign protected series does not comply with the disclosure
requirements under s. 605.2704, F.S., a party to the proceeding may ask the tribunal to treat the noncompliance as
14 The disclosure requirements are tolled under the bill if a foreign series LLC or foreign protected series challenges the personal jurisdiction
of the tribunal, until the tribunal determines whether it has personal jurisdiction. JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
7
a failure to comply with the tribunal’s discovery rules or bring a separate proceeding to the court to enforce
compliance. (Section 42)
Issuance of Certificate of Status or Authority
The bill creates s. 605.2205, F.S., to provide that, upon the satisfaction of specified requirements, DOS must issue a
certificate of status for a protected series, or a certificate of authority for a foreign protected series, if:
In the case of a protected series, the records show that DOS has accepted and filed articles of organization
for the series LLC and a protected series designation for the protected series.
In the case of a foreign protected series, the records show that DOS has filed a certificate of authority for
the foreign series LLC and a certificate of authority for the foreign protected series.
A certificate issued under this section must contain specified information, including:
In the case of a protected series, the name of the protected series, the series LLC’s name, the date the
protected series designation took effect, and other information.
In the case of a foreign protected series, the foreign protected series’ name, the foreign series LLC’s name,
the fact that the foreign series LLC is authorized to do business in Florida, and other information.
Under the bill, the certificate may be relied on as conclusive evidence of the facts stated therein, subject to any
qualifications stated by DOS in the certificate. (Section 17)
Annual Report Information
The bill creates s. 605.2206, F.S., to require that, in its annual report, a series LLC must include the name of each its
protected series:
For which the series LLC has previously delivered to DOS for filing a protected series designation; and
Which has not dissolved and completed winding up.
Under the bill, a series LLC’s failure to comply with this requirement with regard to a protected series prevents
issuance of a certificate of status pertaining to the protected series, but does not otherwise affect the protected
series.
Similarly, the bill requires that, in its annual report, a registered foreign series LLC include the name of each
registered foreign protected series of the registered foreign series LLC:
For which the registered foreign series LLC has previously delivered to DOS for filing an application for a
certificate of authority to do business in Florida, which DOS has accepted; and
Which has not withdrawn is certificate of authority.
Under the bill, the failure of a registered foreign series LLC to comply with this requirement with regard to a
registered foreign protected series prevents issuance of a certificate of status pertaining to the foreign protected
series. (Section 18)
Associated Assets
The bill creates s. 605.2301, F.S., to provide that only an asset of a protected series may be an associated asset of
the protected series, while only an asset of a series LLC may be an associated asset of the series LLC. Further, the
bill specifies that an asset of a protected series is an associated asset of the protected series, and an asset of a series
LLC is an associated asset of the series LLC, only if the protected series or series LLC creates and maintains
specified records that state the name of the protected series or series LLC and describe the asset with sufficient
specificity to permit a disinterested, reasonable individual to make specified determinations about the asset. Such
records may be organized by specific listing, category, type, quantity, or computational or allocational formula or
procedure, including a percentage or share of any asset, or in any other reasonable manner.
Further, under the bill, a series LLC or protected series may, to the extent authorized by law, hold an associated
asset directly or indirectly, except that: JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
8
A protected series may not hold an associated asset in the name of the series LLC or another protected
series of such LLC; and
The series LLC may not hold an associated asset in the name of its protected series.
The bill also provides for the effect of a deed or other instrument granting an interest in real property to or from a
series LLC or one or more protected series of a series LLC, or any other instrument otherwise affecting an interest
in real property held by such entity, in each case to the extent such deed or other instrument is recorded in the
office for recording transfers or other matters affecting real property and specified records are maintained.
(Section 19)
Associated Member
The bill creates s. 605.2302, F.S., to specify that only a member of a series LLC may be an associated member of a
protected series of such LLC. Under the bill, a member of a series LLC becomes an associated member of a
protected series of such LLC if the operating agreement or a procedure established therein states:
That the member is an associated member of the protected series;
The date on which the member became an associated member of the protected series; and
Any protected-series transferable interest the associated member has in connection with becoming or
being an associated member of the protected series.
Further, the bill specifies:
That if a person that is an associated member of a protected series is dissociated from the series LLC, the
person ceases to be an associated member of the protected series.
The rights of an associated member of a protected series to vote on or consent to an amendment to the
series LLC’s operating agreement or any other matter being decided by the members or to maintain a
derivative action to enforce a right of the LLC.
That an associated member of a protected series is an agent of the protected series with certain powers to
bind the protected series. (Section 20)
Protected-Series Transferrable Interest
The bill creates s. 605.2303, F.S., to provide that a protected-series transferrable interest of a protected
series must be owned initially by an associated member of the protected series or the series LLC. Under the bill, if a
protected series has no associated members when established, the series LLC owns the protected-series
transferable interests in the protected series. A series LLC may also acquire a protected-series transferable interest
through a transfer from another person or as provided in the operating agreement.
Further, except as otherwise specified, a provision of the:
LLC Act which applies to a protected-series transferee of a protected series applies to the series LLC in its
capacity as an owner of a protected-series transferable interest of the protected series.
Operating agreement of a series LLC which applies to a protected-series transferee of a protected series
applies to the series LLC in its capacity as an owner of a protected-series transferrable interest of the
protected series. (Section 21)
Management
The bill creates s. 605.2304, F.S., to specify that a protected series may have more than one protected-series
manager and, if a protected series has no associated members, the series LLC is the protected-series manager. The
bill also provides for the determination of any duties of a protected-series manager to:
The protected series;
Any associated member of the protected series; and JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
9
Any protected-series transferee of the protected series.
However, the bill provides that, solely by reason of being or acting as a protected-series manager, a person owes no
duty to:
The series LLC;
Another protected series of the series LLC; or
Another person in that person’s capacity as:
o A member of the series LLC which is not an associated member of the protected series;
o A protected-series transferee or protected-series manager of another protected series; or
o A transferee of the series LLC. (Section 22)
Right of Non-Associated Members to Specified Information
The bill creates s. 605.2305, F.S., to specify the rights to information concerning the protected series of a member
of a series LLC which is not an associated member of a protected series of such LLC; a person who was formerly an
associated member of a protected series; the legal representative of a deceased associated member of a protected
series; and a protected-series manager of a protected series. Such rights generally correspond to the current rights
of the counterparts of such persons under the LLC Act. The bill also provides that the court-ordered inspection
provisions of s. 605.0411, F.S.,
15 apply to such information rights. (Section 23)
Entity Transactions
The bill provides for the role of, and in some instance prohibits the participation of, a series LLC or a protected
series in certain entity transactions, including conversions,
16 domestications,
17 interest exchanges,
18 and mergers.
19
Entity Transaction Restrictions
The bill creates ss. 605.2602 and 605.2603, F.S., to provide that a protected series and a series LLC, respectively,
may not generally participate in, be a party to, result from, or be formed, organized, established, or created by:
A conversion, domestication, or an interest exchange under the LLC Act or the law of a foreign jurisdiction;
or
A transaction with the same substantive effect as a conversion, domestication, or interest exchange.
The bill also specifies that a:
Protected series may not be a party to, be formed, organized, established, or created in, or result from a
merger under the LLC Act or the law of a foreign jurisdiction or a transaction with the same substantive
effect as a merger under Florida law or the law of a foreign jurisdiction.
Series LLC may not, except as otherwise provided by law, be a party to or the surviving company
20 of a
merger under the LLC Act or the law of a foreign jurisdiction or a transaction with the same substantive
effect as a merger under Florida law or the law of a foreign jurisdiction. (Sections 32 and 33)
Mergers Authorized
The bill creates s. 605.2604, F.S., to authorize a series LLC to be party to a merger only if:
Each other party to the merger is an LLC; and
The surviving company is not created in the merger. (Section 34)
15 S. 605.0411, F.S., applies if an LLC does not allow a member, manager, or other person who complies with applicable law to inspect and
copy any records required to be available for inspection. Under this section, the circuit court may summarily order inspection and copying of
the records demanded under specified circumstances, and may order the LLC to pay the costs, including reasonable attorney fees, incurred
by the member, manager, or other person seeking the records to obtain the order and enforce its rights.
16 A “conversion” is a transaction authorized under ss. 605.1041-605.1046, F.S.
17 A “domestication” is a transaction authorized under ss. 605.1051-605.1056, F.S.
18 An “interest exchange” is a transaction authorized under ss. 605.1031-605.1036, F.S.
19 A “merger” is a transaction authorized under ss. 605.1021-605.1026, F.S.
20 “Surviving company” means a merging company that continues in existence after a merger. (Section 31) JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
10
The bill also creates s. 605.2605, F.S., to require that the plan of merger:
Comply with the requirements for the contents of a plan of merger for an LLC; and
State specified information in a record, which information depends on whether the protected series is a
protected series of a non-surviving company,
21 a protected series of a surviving company, a relocated
protected series,
22 a continuing protected series,
23 or a protected series to be established by the surviving
company. (Section 35)
Further, the bill creates s. 605.2606, F.S., to require that the articles of merger:
Comply with the requirements for the articles of merger for an LLC;
24 and
Include specified attachments, including, as appropriate, a signed statement of designation cancellation and
termination; a signed statement of relocation and a statement of protected series designation; or a signed
protected series designation. (Section 36)
Effect of Merger
The bill creates s. 605.2607. F.S., to establish the effects of a merger which occur in addition to the effects stated in
s. 605.1026, F.S., relating to the merger of an LLC. Under this section:
As provided in the plan of merger, each protected series of each merging series LLC which was established
before the merger is a relocated or continuing protected series or is dissolved, wound up, and terminated.
Any protected series to be established due to the merger is established.
Any relocated or continuing protected series is the same person it was before the merger.
All property of a relocated or continuing protected series continues to be vested in such protected series.
All debts, obligations, and other liabilities of a relocated or continuing protected series continue as debts,
obligations, and other liabilities of such protected series.
Except as otherwise provided by law or the plan of merger, all rights, privileges, immunities, powers, and
purposes of a relocated or continuing protected series remain in such protected series.
The new name of a relocated protected series may be substituted for its former name in any pending action
or proceeding.
To the extent provided in the plan of merger:
o A person becomes an associated member or a protected-series transferee or a relocated protected
series or continuing protected series.
o A person becomes an associated member of a protected series established by the surviving company
due to the merger.
o Any change in a person’s rights or obligations in the person’s capacity as an associated member or a
protected series or continuing protected series takes effect.
o Any consideration to be paid to a person that before the merger was an associated member or a
protected-series transferee of a relocated protected series or continuing protected series is due.
Any person that is an associated member of a relocated protected series becomes a member of the
surviving company, if not already a member. (Section 37)
The bill also creates s. 605.2608, F.S., to specify how creditors’ rights existing under s. 605.2404, F.S., before a
merger may be enforced. (Section 38)
Protected Series Dissolution and Reinstatement
21 “Non-surviving company” means a merging company that does not continue in existence after a merger. (Section 31)
22 “Relocated protected series” means a protected series of a non-surviving company which, after a merger, continues in uninterrupted
existence as a protected series of the surviving company. (Section 31)
23 “Continuing protected series” means a protected series of a surviving series LLC which continues in uninterrupted existence after a
merger. (Section 31)
24 Under s. 605.1025, F.S., after a plan of merger is approved, articles of merger must be signed by each merging entity and delivered to DOS
for filing. The articles must also contain specified information, including the merger’s effective date and the name, jurisdiction of formation,
and type of entity of each merging entity that is not the surviving entity and of each entity that is the surviving entity. JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
11
The bill establishes the methods by which a protected series may be voluntarily or is automatically dissolved under
the LLC Act.
Events Causing Protected Series Dissolution
The bill creates s. 605.2501, F.S., to provide that a protected series is dissolved, and its activities and affairs must be
wound up, upon the occurrence of specified events, including:
Dissolution of the series LLC;
Occurrence of an event which the operating agreement states causes dissolution;
Affirmative vote or consent of all members of the protected series;
Entry of a court order dissolving the protected series under specified circumstances;
Automatic or involuntary dissolution of the series LLC that established the protected series; and
The filing of a statement of administrative dissolution
25 by DOS. (Section 28)
Winding Up Dissolved Protected Series
The bill creates s. 605.2502, F.S., to provide the manner in which a dissolved protected series must wind up its
activities and affairs, including by filing with DOS articles of protected series dissolution and a statement of
designation cancellation, and the extent to which judicial supervision or another judicial remedy is available in
such a winding up. Further, the bill specifies that a series LLC does not complete its winding up until each of its
protected series has completed its winding up. (Section 29)
Effect of Reinstatement or Voluntary Dismissal Revocation
The bill creates s. 605.2503, F.S., to provide that, if a series LLC that has been administratively dissolved is
reinstated, or a series LLC that voluntarily dissolved revokes its articles of dissolution, before filing a statement of
termination:
Each protected series of the series LLC ceases winding up; and
The provisions of s. 605.0708, F.S., relating to revocation of articles of dissolution, apply to the series LLC
and to each protected series as specified in law. (Section 30)
Application
The bill creates s. 605.2801, F.S., to provide that s. 605.1102, F.S., relating to the applicability of the Electronic
Signatures in Global and National Commerce Act, applies to the Uniform Protected Series Provisions. (Section 43)
The bill also creates s. 605.2802, F.S., to provide that:
Beginning July 1, 2026, Chapter 605, F.S., governs all domestic and foreign series LLCs, all domestic
protected series, and all foreign series that do business in Florida.
A domestic LLC formed before January 1, 2026, may not create or designate any protected series before the
bill’s effective date. (Section 44)
Effective Date
The bill provides an effective date of January 1, 2026. (Section 45)
FISCAL OR ECONOMIC IMPACT:
STATE GOVERNMENT:
The bill may have an indeterminate fiscal impact on DOS, as it may attract foreign series LLCs, and newly-forming
businesses wishing to organize as a series LLC, to register and organize under Florida law, which, in turn, may
25 Administrative dissolution is governed by s. 605.0714, F.S. JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
12
increase the workload of DOS. To the extent that DOS can absorb any such increase within existing resources, the
bill will have an insignificant fiscal impact on DOS.
PRIVATE SECTOR:
The bill will affect how business entities, both foreign and domestic, may organize or register and do business in
the state, which will have an indeterminate economic impact on such entities. To the extent that a business entity
obtains a financial benefit from organizing or registering as a series LLC under Florida law, the economic impact
may be positive.
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Limited Liability Companies
A limited liability company (“LLC”) is a type of business entity recognized by and regulated under ch. 605, F.S., the
Limited Liability Company Act (“LLC Act”). Benefits to forming a business as an LLC include a flexible tax
structure
26 and a “vertical liability shield,” which limits the personal liability of the LLC’s members
27 and
managers
28 for company obligations.
29 In other words, the liability shield means that the LLC’s creditors can only
go after the assets belonging to the LLC; they cannot go after the personal assets of the members and managers.
Forming a Florida LCC
To form an LLC in Florida, the authorized representatives
30 must first choose a name, which name must be
distinguishable from the names of all other business entity names in the records of the Department of State
(“DOS”) and include the words “limited liability company” or the abbreviation “LLC” or “L.L.C.”
31 The authorized
representatives must also designate a registered agent to accept legal notices and service of process on behalf of
the LLC at a registered office located in Florida.
32
Once these steps are completed, the authorized representatives must sign and deliver to DOS for filing articles of
organization stating the LLC’s name; the street and mailing addresses of the LLC’s principal office; and the name,
street address in Florida, and written acceptance of the LLC’s registered agent.
33 An LLC is formed when the LLC’s
26 Depending on elections made by an LLC’s members, the IRS will treat an LLC as either a corporation, a partnership, or a disregarded
entity. This last option allows for what is known as “pass-through taxation,” in which the LLC’s members claim the LLC’s profits or losses as
part of their personal taxes, alleviating the LLC of needing to file its own tax return and preventing the profits and losses from being taxed
twice. IRS, Limited Liability Company (LLC), https://www.irs.gov/businesses/small-businesses-self-employed/limited-liability-company-llc
(last visited Mar. 3, 2025).
27 “Member” means a person who: (a) is a member of an LLC under s. 605.0401, F.S., or was a member in a company when the company
became subject to the Act; and (b) has not dissociated from the LLC under s. 605.0602, F.S. S. 605.0102(40), F.S.
28 “Manager” means a person who, under the operating agreement of a manager-managed LLC, is responsible, alone or in concert with
others, for performing the management functions stated in ss. 605.0407(3) and 605.04073(2), F.S.
29 Exceptions to the liability shield include a member’s or manager’s written consent to be liable for an obligation; a statutory claw-back
provision for improper distributions; provisions in agreements signed before the LLC’s organization; a member’s or manager’s tortious
conduct; a member’s or manager’s action or inaction that results in a violation of criminal law or improper personal gain; liability arising
under federal tax laws of the Florida sales and use tax laws; and a violation of fiduciary duties to creditors. S. 605.0304, F.S. Daniel S.
Kleinberger, Limited Liability Limited (Aug. 28, 2019),
https://www.americanbar.org/groups/business_law/publications/blt/2019/09/limited-liability/ (last visited Mar. 3, 2025).
30 One or more persons may act as authorized representatives to form an LLC. S. 605.0201, F.S.
31 S. 605.0112, F.S.
32 The registered agent must be an individual who resides in Florida and whose business address is identical to the address of the registered
office; another domestic entity that is an authorized entity and whose business address is identical to the address of the registered office; or
a foreign entity authorized to transact business in Florida that is an authorized entity and whose business address is identical to the address
of the registered office. S. 605.0113, F.S.
33 The articles of organization may contain statements on additional matters as specified in statute. S. 605.0201, F.S. JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
13
articles of organization become effective
34 and when at least one person becomes a member at the time the articles
of organization become effective.
35
Once formed, the members of the LLC may establish an operating agreement to lay the groundwork for the
company, which agreement governs the:
Relations among the members as members and between the members and the LLC;
Rights and duties of a person serving in the capacity of manager;
LLC’s activities and affairs; and
Means and conditions for amending the operating agreement.
36
An LLC must also deliver to DOS for filing an annual report stating:
The LLC’s name;
The LLC’s principal office and mailing addresses;
The date of the LLC’s organization;
The LLC’s federal employer identification number
37 or, if none exists, whether one has been applied for;
The name, title or capacity, and address of at least one person with the authority to manage the LLC; and
Any additional information that is necessary or appropriate to enable DOS to carry out the LCC Act.
38
Foreign LLCs Doing Business in Florida
An entity organized as an LLC under the laws of another jurisdiction (a “foreign LLC”) that wishes to do business in
Florida must, through an authorized representative, first apply for a certificate of authority to transact business in
Florida by delivering an application for such a certificate to DOS, which application must contain:
The foreign LLC’s name;
The name of the foreign LLC’s jurisdiction of formation;
The foreign LLC’s principal office and mailing addresses;
The name and street address in Florida of, and the written acceptance by, the foreign LLC’s initial
registered agent in Florida;
The name, title or capacity, and address of at least one person with the authority to manage the foreign
LLC; and
Additional information as may be necessary or appropriate in order to enable DOS to determine whether
the foreign LLC is entitled to file an application for a certificate of authority and to determine and assess
applicable fees.
39
Unless DOS determines that such an application does not comply with the LLC Act’s filing requirements, DOS must,
upon the payment of all filing fees, file the certificate of authority application.
40 The filing of the application means
the foreign LLC has obtained a certificate of authority and is authorized to do business in Florida.
41 Such an LLC
must file annual reports as required of a domestic LLC, which reports must include additional information
pertinent to a foreign LLC as specified in the LLC Act.
42
Protected Series Limited Liability Companies
34 Except as otherwise provided, any document delivered to DOS for filing under the LLC Act may specify an effective time and a delayed
effective date. In the case of initial articles of organization, a prior effective date may be specified in the articles of organization if such date is
within five business days before the date of filing. If the record does not specify an effective time or a prior or delayed effective date, the
record is effective on the date and at the time the record is accepted, as evidenced by DOS’s endorsement of the date and time on the filing. S.
605.0207, F.S.
35 S. 605.0201, F.S.
36 S. 605.0105, F.S.
37 The federal employer identification number, also known as a federal tax identification number, is issued by the IRS and used to identify a
business for federal tax purposes. IRS, Employer ID Numbers, https://www.irs.gov/businesses/small-businesses-self-employed/employer-
id-numbers (last visited Mar. 3, 2025)
38 S. 605.0212, F.S.
39 S. 605.0903, F.S.
40 Id.
41 Id.
42 S. 605.0212, F.S. JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
14
In 1996, Delaware enacted legislation providing for the formation of a “protected series limited liability company”
(“series LLC”), which offers both the traditional, vertical liability shield of an LLC and a new, horizontal liability
shield for any protected series of the LLC, as diagrammed below; in other words, the assets of any one protected
series of an LLC are not available to satisfy the claims of creditors of the LLC or of any other protected series of the
LLC, without the need to organize each protected series as an independent LLC.
43 Since then, 20 other states and
the District of Columbia have provided for the formation of some type of series LLC.
44
Uniform Protected Series Act
In response to the growing popularity of this type of business entity, the Uniform Law Commission promulgated
the Uniform Protected Series Act (“UPSA”) in 2017, intended as a model law that could be inserted into a state’s
existing LLC statutes.
45 The UPSA contains definitions; a description of the nature and purpose of a series LLC, as
well as its powers, purpose, and duration; a description of how a protected series is governed by the LLC’s
operating agreement; and rules for applying certain provisions of a state’s existing LLC act to a protected series.
46
Florida
A series LLC formed in another state (a “foreign series LLC”) is currently authorized to do business in Florida if it
meets all applicable statutory requirements for a foreign LLC and registers with DOS.
47 However, Florida law does
not currently recognize the series LLC model; thus, each protected series in a foreign series LLC must qualify to do
business in Florida as if each series were a separate legal entity. Moreover, there is no guidance for lawyers and
judges being asked to address a foreign series LLC with respect to contracts, claims, and disputes.
48
In 2020, the Business Law Section of the Florida Bar formed the Protected Series LLC Task Force (“Task Force”) to
analyze the USPA and consider its adoption in Florida.
49 The Task Force ultimately proposed that new sections be
added to the LLC Act to authorize the formation of a series LLC under Florida law, using model language borrowed
from the UPSA and language which deviates from the UPSA to address unique aspects of Florida law.
50
43 Protected Series LLC Task Force of the Florida Bar Business Law Section, White Paper: Analysis of Proposed Additions to Chapter 605 (Jan.
14, 2024).
44 These states are: Wisconsin, Oklahoma, Illinois, Nevada, Tennessee, Iowa, Texas, Kansas, Missouri, Montana, Utah, Alabama, Indiana,
Arkansas, Nebraska, North Dakota, South Dakota, Virginia, Wyoming, and Ohio. Puerto Rico also recognizes a protected series LLC. Id.
45 Uniform Law Commission, The Uniform Protected Series Act, https://higherlogicdownload.s3-external-
1.amazonaws.com/UNIFORMLAWS/36953c44-f8c8-04e4-33b4-
7217f4c94aa1_file.pdf?AWSAccessKeyId=AKIAVRDO7IEREB57R7MT&Expires=1680018971&Signature=sTvqf2axyQzxE016hsFUBH9KNgc
%3D (last visited Mar. 3, 2025).
46 Id.
47 See Business Law Section, supra note 43.
48 Id.; See s. 605.0902, F.S., authorizing DOS to require each individual series of a foreign series LLC to make a separate application for a
certificate of authority, and to make such other filings as may be required for purposes of complying with the requirements of the LLC Act as
if such series was a separate foreign LLC.
49 See Business Law Section, supra note 43.
50 Id.
Series LLC
Protected Series 1 Protected Series 2 Protected Series 3
John Doe, Member Jane Doe, Member JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
15
OTHER RESOURCES:
Uniform Law Commission: Uniform Protected Series Act
Florida Bar Business Law Section: Protected Series LLC Task Force
BILL HISTORY
COMMITTEE REFERENCE ACTION DATE
STAFF
DIRECTOR/
POLICY CHIEF
ANALYSIS
PREPARED BY
Civil Justice & Claims
Subcommittee
Jones Mawn
Industries & Professional Activities
Subcommittee
Judiciary Committee