FL
Florida House Bill H0403

Florida 2025 Regular Session

Florida House Bill H0403 Compare Versions

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1010 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
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1414 A bill to be entitled 1
1515 An act relating to limited liability companies; 2
1616 amending s. 48.062, F.S.; defining the terms 3
1717 "registered foreign protected series of a foreign 4
1818 series limited liability company" and "registered 5
1919 foreign series limited liability company"; specifying 6
2020 that certain limited liability companies are 7
2121 considered a nonresident under certain circumstances; 8
2222 providing for service of a summons and complaint on 9
2323 such companies and series; specifying that such 10
2424 service serves as notice to such companies and series; 11
2525 amending s. 605.0103, F.S.; correcting a cross -12
2626 reference; amending s. 605.0117, F.S.; conforming a 13
2727 provision to changes made by the act; amending s. 14
2828 605.0211, F.S.; revising requirements for certificates 15
2929 of status; creating s. 605.2101, F.S.; providing a 16
3030 short title; creating s. 605.2102, F.S.; defining 17
3131 terms; creating s. 605.2103, F.S.; providing that a 18
3232 protected series of a series limited liability company 19
3333 is a person distinct from certain other entities; 20
3434 creating s. 605.2104, F.S.; providing for powers and 21
3535 prohibitions for protected series of series limited 22
3636 liability companies; creating s. 605.2105, F.S.; 23
3737 providing construction; creating s. 605.2106, F.S.; 24
3838 providing construction regarding protected series 25
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4747 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
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5151 operating agreements; providing applicability with 26
5252 regard to certain restrictions on limited liability 27
5353 companies; creating s. 605.2107, F.S.; providing 28
5454 prohibitions and authorizations relating to operating 29
5555 agreements; creating s. 605.2108, F.S.; providing 30
5656 applicability; creating s. 605.2201, F.S.; authorizing 31
5757 domestic limited liability companies to establish 32
5858 protected series; specifying requirements for 33
5959 establishing protected series and amending protected 34
6060 series designations; creating s. 605.2202, F.S.; 35
6161 specifying requirements for naming a protected series; 36
6262 creating s. 605.2203, F.S.; providing specifications 37
6363 and requirements for the registered agent for a 38
6464 protected series; specifying requirements relating to 39
6565 protected series designations; specifying that a 40
6666 registered agent is not required to distinguish 41
6767 between certain processes, notices, demands, and 42
6868 records unless otherwise agreed upon; creating s. 43
6969 605.2204, F.S.; authorizing service on, and provision 44
7070 of notice and demand to, certain limited liability 45
7171 companies and protected series in a specified manner; 46
7272 providing that certain notice is effective regardless 47
7373 of whether any notice or demand identifies a person if 48
7474 certain requirements are met; providing authorizations 49
7575 relating to certain services and notices; providing 50
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8484 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
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8888 construction; creating s. 605.2205, F.S.; requiring 51
8989 the Department of State to issue a certificate of 52
9090 status under certain circumstances; specifying 53
9191 requirements for certificates of status; providing 54
9292 that a certificate of status may be relied upon as 55
9393 conclusive evidence of the facts stated in the 56
9494 certificate; creating s. 605.2206, F.S.; requiring 57
9595 series limited liability companies and registered 58
9696 foreign series limited liability companies to include 59
9797 specified information in a required annual report; 60
9898 specifying that failure to include such information 61
9999 prevents a certificate of status from being issued; 62
100100 creating s. 605.2301, F.S.; specifying that only 63
101101 certain assets may be considered associated assets; 64
102102 specifying requirements for an asset to be considered 65
103103 an associated asset; authorizing that certain records 66
104104 and recordkeeping be organized in a specified manner; 67
105105 authorizing series limited liability companies or 68
106106 protected series of such companies to hold an 69
107107 associated asset in a specified manner; providing 70
108108 exceptions; creating s. 605.2302, F.S.; specifying 71
109109 requirements for becoming an associated member of a 72
110110 protected series of a series limited liability 73
111111 company; creating s. 605.2303, F.S.; requiring that 74
112112 protected-series transferable interests be owned 75
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121121 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
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125125 initially by an associated member of the protected 76
126126 series or the series limited liability company; 77
127127 providing for ownership when a protected series of a 78
128128 series limited liability company does not have 79
129129 associated members upon establishment under certain 80
130130 circumstances; authorizing series limited liability 81
131131 companies to acquire such interests by transfer; 82
132132 providing applicability; creating s. 605.2304, F.S.; 83
133133 authorizing a protected series to have one or more 84
134134 protected-series managers; specifying that if a 85
135135 protected series does not have associated members, the 86
136136 series limited liability company is the protected -87
137137 series manager; providing applicability; specifying 88
138138 that a person does not owe a duty to specified 89
139139 entities for certain reasons; providing rights of 90
140140 associated members; providing applicability; 91
141141 specifying that an associate d member of a member -92
142142 managed protected series, or a protected -series 93
143143 manager of a manager -managed protected series, is an 94
144144 agent for the protected series and has a specified 95
145145 power; creating s. 605.2305, F.S.; providing rights 96
146146 for certain persons relating to information concerning 97
147147 protected series; providing applicability; creating s. 98
148148 605.2401, F.S.; providing limitations on liability for 99
149149 certain persons; creating s. 605.2402, F.S.; 100
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158158 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
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162162 specifying that certain claims are governed by 101
163163 specified provisions; specifyi ng that the failure of 102
164164 limited liability companies or protected series to 103
165165 observe certain formalities is not a ground to 104
166166 disregard a specified limitation; providing 105
167167 applicability; creating s. 605.2403, F.S.; specifying 106
168168 that certain provisions relating to t he provision or 107
169169 restriction of remedies apply to certain judgment 108
170170 creditors; creating s. 605.2404, F.S.; defining the 109
171171 terms "enforcement date" and "incurrence date"; 110
172172 authorizing that certain judgments be enforced in 111
173173 accordance with specified provisions; au thorizing 112
174174 courts to provide a specified prejudgment remedy; 113
175175 providing that a party making a certain assertion has 114
176176 the burden of proof in specified proceedings; 115
177177 providing applicability; creating s. 605.2501, F.S.; 116
178178 providing events causing the dissolution of protected 117
179179 series of series limited liability companies; creating 118
180180 s. 605.2502, F.S.; specifying requirements and 119
181181 authorizations relating to dissolved protected series; 120
182182 specifying that a series limited liability company has 121
183183 not completed winding up until ea ch of the protected 122
184184 series of the company has done so; creating s. 123
185185 605.2503, F.S.; providing for the effect of 124
186186 reinstatement of series limited liability companies 125
187187
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195195 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
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197197
198198
199199 and revocation of voluntary dissolutions; creating s. 126
200200 605.2601, F.S.; defining terms; creatin g s. 605.2602, 127
201201 F.S.; prohibiting protected series from involvement in 128
202202 certain transactions; creating s. 605.2603, F.S.; 129
203203 prohibiting series limited liability companies from 130
204204 involvement in certain transactions; creating s. 131
205205 605.2604, F.S.; authorizing series limited liability 132
206206 companies to be a party to a merger under certain 133
207207 circumstances; creating s. 605.2605, F.S.; requiring 134
208208 that plans of merger meet certain requirements; 135
209209 creating s. 605.2606, F.S.; requiring articles of 136
210210 merger to meet certain requirements; creating s. 137
211211 605.2607, F.S.; providing for effects of mergers of 138
212212 protected series; creating s. 605.2608, F.S.; 139
213213 providing the means for enforcement of creditors' 140
214214 rights; providing applicability of certain provisions 141
215215 after a merger; creating s. 605.2701, F.S. ; providing 142
216216 that the law of the governing jurisdiction of a 143
217217 foreign series limited liability company's formation 144
218218 governs certain aspects of the internal affairs of the 145
219219 foreign series limited liability company; providing 146
220220 applicability; creating s. 605.2702, F.S.; specifying 147
221221 requirements for making a specified determination 148
222222 relating to certain companies transacting business in 149
223223 this state or being subject to the personal 150
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232232 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
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236236 jurisdiction of the courts in this state; creating s. 151
237237 605.2703, F.S.; providing applicabil ity of laws of 152
238238 this state relating to certificates of authority for 153
239239 foreign series limited liability companies and foreign 154
240240 protected series of such companies; requiring that an 155
241241 application by a foreign protected series for a 156
242242 certificate of authority includ e certain information 157
243243 and comply with specified provisions; providing 158
244244 applicability; creating s. 605.2704, F.S.; requiring 159
245245 foreign series limited liability companies and foreign 160
246246 protected series of such companies to make specified 161
247247 disclosures; tolling such requirements under certain 162
248248 circumstances; authorizing certain parties to make a 163
249249 specified request or bring a separate proceeding if 164
250250 such company or series fails to make the disclosures; 165
251251 creating s. 605.2801, F.S.; providing applicability of 166
252252 provisions relating to electronic signatures; creating 167
253253 s. 605.2802, F.S.; providing construction; prohibiting 168
254254 domestic limited liability companies from creating or 169
255255 designating any protected series before a specified 170
256256 date; providing an effective date. 171
257257 172
258258 Be It Enacted by the Legislature of the State of Florida: 173
259259 174
260260 Section 1. Present subsection (7) of section 48.062, 175
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269269 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
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271271
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273273 Florida Statutes, is redesignated as subsection (11), a new 176
274274 subsection (7) and subsections (8), (9), and (10) are added to 177
275275 that section, and subsections (1) and (6) of that section are 178
276276 amended, to read: 179
277277 48.062 Service on a domestic limited liability company or 180
278278 registered foreign limited liability company. — 181
279279 (1) As used in this section, the term : 182
280280 (a) "Registered foreign limited liability company" mean s a 183
281281 foreign limited liability company that has an active certificate 184
282282 of authority to transact business in this state pursuant to a 185
283283 record filed with the Department of State. 186
284284 (b) "Registered foreign protected series of a foreign 187
285285 series limited liability c ompany" means a protected series of a 188
286286 foreign series limited liability company that has an active 189
287287 certificate of authority to transact business in this state 190
288288 pursuant to a record filed with the Department of State. 191
289289 (c) "Registered foreign series limited liability company" 192
290290 means a foreign series limited liability company that has an 193
291291 active certificate of authority to transact business in this 194
292292 state pursuant to a record filed with the Department of State. 195
293293 (6) A foreign limited liability company , foreign series 196
294294 limited liability company, or foreign protected series of a 197
295295 foreign series limited liability company engaging in business in 198
296296 this state which is not registered is considered, for purposes 199
297297 of service of process, a nonresident engaging in business in 200
298298
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306306 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
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310310 this state and may be served pursuant to s. 48.181 or by order 201
311311 of the court under s. 48.102. 202
312312 (7) Service of a summons and complaint on a series limited 203
313313 liability company is notice to each protected series of the 204
314314 series limited liability company of service of the summons and 205
315315 complaint and the contents of the complaint. 206
316316 (8) Service of a summons and complaint on a protected 207
317317 series of a series limited liability company is notice to the 208
318318 series limited liability company and any other protected series 209
319319 of the series limited liability company of service of the 210
320320 summons and complaint and the contents of the complaint. 211
321321 (9) Service of a summons and complaint on a registered 212
322322 foreign series limited liability company is notice to each 213
323323 registered foreign protected serie s of the registered foreign 214
324324 series limited liability company of service of the summons and 215
325325 complaint and the contents of the complaint. 216
326326 (10) Service of a summons and complaint on a registered 217
327327 foreign protected series of a foreign series limited liability 218
328328 company is notice to the foreign series limited liability 219
329329 company and to any other registered foreign protected series of 220
330330 the foreign series limited liability company of service of the 221
331331 summons and complaint and the contents of the complaint. 222
332332 (11) This section does not apply to service of process on 223
333333 insurance companies. 224
334334 Section 2. Subsection (1) of section 605.0103, Florida 225
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343343 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
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345345
346346
347347 Statutes, is amended to read: 226
348348 605.0103 Knowledge; notice. — 227
349349 (1) A person knows a fact if the person: 228
350350 (a) Has actual knowledge of the fact; or 229
351351 (b) Is deemed to know the fact under paragraph (4)(a) 230
352352 (4)(b), or a law other than this chapter. 231
353353 Section 3. Subsection (3) of section 605.0117, Florida 232
354354 Statutes, is amended to read: 233
355355 605.0117 Serving process, giving notice, or making a 234
356356 demand.— 235
357357 (3) A registered series of a foreign series limited 236
358358 liability company may be served in the same manner as a 237
359359 registered limited liability company. 238
360360 Section 4. Paragraphs (c) through (g) of subsection (1) 239
361361 and subsection (2) of secti on 605.0211, Florida Statutes, are 240
362362 amended to read: 241
363363 605.0211 Certificate of status. — 242
364364 (1) The department, upon request and payment of the 243
365365 requisite fee, shall issue a certificate of status for a limited 244
366366 liability company if the records filed in the depa rtment show 245
367367 that the department has accepted and filed the company's 246
368368 articles of organization. A certificate of status must state the 247
369369 following: 248
370370 (c) Whether all fees and penalties due to the department 249
371371 under this chapter have been paid. 250
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380380 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
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384384 (d) Whether If the company's most recent annual report 251
385385 required under s. 605.0212 has not been filed by the department. 252
386386 (e) Whether If the department has administratively 253
387387 dissolved the company or received a record notifying the 254
388388 department that the company has been diss olved by judicial 255
389389 action pursuant to s. 605.0705. 256
390390 (f) Whether If the department has filed articles of 257
391391 dissolution for the company. 258
392392 (g) Whether If the department has accepted and filed a 259
393393 statement of termination. 260
394394 (2) The department, upon request and p ayment of the 261
395395 requisite fee, shall furnish a certificate of status for a 262
396396 foreign limited liability company if the filed records filed 263
397397 show that the department has filed a certificate of authority 264
398398 for that company. A certificate of status for a foreign limi ted 265
399399 liability company must state the following: 266
400400 (a) The foreign limited liability company's name and any 267
401401 current alternate name adopted under s. 605.0906(1) for use in 268
402402 this state. 269
403403 (b) That the foreign limited liability company is 270
404404 authorized to transact business in this state. 271
405405 (c) Whether all fees and penalties due to the department 272
406406 under this chapter or other law have been paid. 273
407407 (d) Whether If the foreign limited liability company's 274
408408 most recent annual report required under s. 605.0212 has not 275
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417417 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
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421421 been filed by the department. 276
422422 (e) Whether If the department has: 277
423423 1. Revoked the foreign limited liability company's 278
424424 certificate of authority; or 279
425425 2. Filed a notice of withdrawal of certificate of 280
426426 authority of the foreign limited liability company . 281
427427 Section 5. Section 605.2101, Florida Statutes, is created 282
428428 to read: 283
429429 605.2101 Short title. —Sections 605.2101-605.2802 may be 284
430430 cited as the "Uniform Protected Series Provisions." 285
431431 Section 6. Section 605.2102, Florida Statutes, is created 286
432432 to read: 287
433433 605.2102 Definitions.—As used in ss. 605.2101 -605.2802, 288
434434 the term: 289
435435 (1) "Asset" means either of the following: 290
436436 (a) Property in which a series limited liability company 291
437437 or a protected series has rights; or 292
438438 (b) Property as to which the series limited liability 293
439439 company or protected series has the power to transfer rights. 294
440440 (2) "Associated asset" means an asset that meets the 295
441441 requirements of s. 605.2301. 296
442442 (3) "Associated member" means a member that meets the 297
443443 requirements of s. 605.2302. 298
444444 (4) "Foreign protected series" means a series, protected 299
445445 series, protected cell, segregated account, or similar part of a 300
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454454 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
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458458 foreign limited liability company, however the part is 301
459459 denominated, which is established under law that limits, or 302
460460 limits if conditions specified u nder law are satisfied, the 303
461461 liability of the part to a creditor of the foreign company or of 304
462462 another part of the structure, regardless of whether the law 305
463463 uses the term "protected series." 306
464464 (5) "Foreign series limited liability company" means a 307
465465 foreign limited liability company that has at least one foreign 308
466466 series or protected series. 309
467467 (6) "Non-associated asset" means either of the following: 310
468468 (a) An asset of a series limited liability company which 311
469469 is not an associated asset of the company; or 312
470470 (b) An asset of a protected series of a series limited 313
471471 liability company which is not an associated asset of the 314
472472 protected series. 315
473473 (7) "Person" has the same meaning as in s. 605.0102 and 316
474474 includes a protected series, however denominated, of an entity 317
475475 if the protected series is established under law that limits, or 318
476476 limits if conditions specified under law are satisfied, the 319
477477 ability of a creditor of the entity or of another protected 320
478478 series of the entity to satisfy a claim from assets of the 321
479479 protected series. 322
480480 (8) "Protected series," except in the phrase "foreign 323
481481 protected series," means a protected series established under s. 324
482482 605.2201. 325
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491491 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
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495495 (9) "Protected-series manager" means a person under whose 326
496496 authority the powers of a protected series are exercised and 327
497497 under whose direction the activities and affairs of the 328
498498 protected series are managed under the operating agreement and 329
499499 this chapter. 330
500500 (10) "Protected-series transferable interest" means the 331
501501 right, as initially owned by a person in the person's capacity 332
502502 as an associated member, to receive distributions from a 333
503503 protected series, regardless of whether the person remains a 334
504504 member or continues to own any part of the right. The term 335
505505 includes a fraction of an interest. 336
506506 (11) "Protected-series transferee" means a person oth er 337
507507 than the series limited liability company to which all or part 338
508508 of a protected-series transferable interest of a protected 339
509509 series of a series limited liability company has been 340
510510 transferred. The term includes a person that owns a protected -341
511511 series transferable interest as a result of ceasing to be an 342
512512 associated member of a protected series. 343
513513 (12) "Registered foreign protected series" means a 344
514514 protected series of a foreign series limited liability company 345
515515 that has an active certificate of authority to transa ct business 346
516516 in this state pursuant to a record filed with the department. 347
517517 (13) "Registered foreign series limited liability company" 348
518518 means a foreign series limited liability company that has an 349
519519 active certificate of authority to transact business in this 350
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528528 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
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532532 state pursuant to a record filed with the department. 351
533533 (14) "Series limited liability company," except in the 352
534534 phrase "foreign series limited liability company," means a 353
535535 domestic limited liability company that has at least one 354
536536 protected series. 355
537537 Section 7. Section 605.2103, Florida Statutes, is created 356
538538 to read: 357
539539 605.2103 Nature of protected status. —A protected series of 358
540540 a series limited liability company is a person distinct from all 359
541541 of the following: 360
542542 (1) The series limited liability company, subject to ss. 361
543543 605.2104(3), 605.2501(1), and 605.2502(4). 362
544544 (2) Another protected series of the series limited 363
545545 liability company. 364
546546 (3) A member of the series limited liability company, 365
547547 regardless of whether the member is an associated member of the 366
548548 protected series of the series limited liability company. 367
549549 (4) A protected-series transferee of a protected series of 368
550550 the series limited liability company. 369
551551 (5) A transferee of a transferable interest of the series 370
552552 limited liability company. 371
553553 Section 8. Section 60 5.2104, Florida Statutes, is created 372
554554 to read: 373
555555 605.2104 Powers and duration of protected series. — 374
556556 (1) A protected series of a series limited liability 375
557557
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565565 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
566566
567567
568568
569569 company has the capacity to sue and be sued in its own name. 376
570570 (2) Except as otherwise provided in sub sections (3) and 377
571571 (4), a protected series of a series limited liability company 378
572572 has the same powers and purposes as the series limited liability 379
573573 company. 380
574574 (3) A protected series of a series limited liability 381
575575 company ceases to exist not later than when the series limited 382
576576 liability company completes its winding up. 383
577577 (4) A protected series of a series limited liability 384
578578 company may not be or do, as applicable, any of the following: 385
579579 (a) Be a member of the series limited liability company; 386
580580 (b) Establish a protected series; or 387
581581 (c) Except as permitted by the laws of this state other 388
582582 than this chapter, have a purpose or power, or take an action, 389
583583 that the laws of this state other than this chapter prohibit a 390
584584 limited liability company from having or doing. 391
585585 Section 9. Section 605.2105, Florida Statutes, is created 392
586586 to read: 393
587587 605.2105 Protected series governing law. —The laws of this 394
588588 state govern the following: 395
589589 (1) The internal affairs of a protected series of a series 396
590590 limited liability company, including al l of the following: 397
591591 (a) Relations among any associated members of the 398
592592 protected series. 399
593593 (b) Relations between the protected series and: 400
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602602 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
603603
604604
605605
606606 1. Any associated member; 401
607607 2. Any protected-series manager; or 402
608608 3. Any protected-series transferee. 403
609609 (c) Relations between any associated member and: 404
610610 1. Any protected-series manager; or 405
611611 2. Any protected-series transferee. 406
612612 (d) The rights and duties of a protected -series manager. 407
613613 (e) Governance decisions affecting the activities and 408
614614 affairs of the protected s eries and the conduct of those 409
615615 activities and affairs. 410
616616 (f) Procedures and conditions for becoming an associated 411
617617 member or a protected -series transferee. 412
618618 (2) The relations between a protected series of a series 413
619619 limited liability company and each of the following: 414
620620 (a) The series limited liability company. 415
621621 (b) Another protected series of the series limited 416
622622 liability company. 417
623623 (c) A member of the series limited liability company which 418
624624 is not an associated member of the protected series of the 419
625625 series limited liability company. 420
626626 (d) A protected-series manager that is not a protected -421
627627 series manager of the protected series. 422
628628 (e) A protected-series transferee that is not a protected -423
629629 series transferee of the protected series. 424
630630 (3) The liability of a person for a debt, an obligation, 425
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639639 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
640640
641641
642642
643643 or another liability of a protected series of a series limited 426
644644 liability company if the debt, obligation, or liability is 427
645645 asserted solely by reason of the person being or acting as any 428
646646 of the following: 429
647647 (a) An associated membe r, protected-series transferee, or 430
648648 protected-series manager of the protected series; 431
649649 (b) A member of the series limited liability company which 432
650650 is not an associated member of the protected series; 433
651651 (c) A protected-series manager that is not a protected -434
652652 series manager of the protected series; 435
653653 (d) A protected-series transferee that is not a protected -436
654654 series transferee of the protected series; 437
655655 (e) A manager of the series limited liability company; or 438
656656 (f) A transferee of a transferable interest of the series 439
657657 limited liability company. 440
658658 (4) The liability of a series limited liability company 441
659659 for a debt, an obligation, or another liability of a protected 442
660660 series of the series limited liability company if the debt, 443
661661 obligation, or liability is asserted sole ly in connection with 444
662662 any of the following on the part of the series limited liability 445
663663 company: 446
664664 (a) Having delivered to the department for filing under s. 447
665665 605.2201(2) a protected series designation pertaining to the 448
666666 protected series or under s. 605.2201( 4) or s. 605.2202(3) a 449
667667 statement of designation change pertaining to the protected 450
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676676 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
677677
678678
679679
680680 series; 451
681681 (b) Being or acting as a protected -series manager of the 452
682682 protected series; 453
683683 (c) Having the protected series be or act as a manager of 454
684684 the series limited liability company; or 455
685685 (d) Owning a protected -series transferable interest of the 456
686686 protected series. 457
687687 (5) The liability of a protected series of a series 458
688688 limited liability company for a debt, an obligation, or another 459
689689 liability of the series limited liability comp any or of another 460
690690 protected series of the series limited liability company if the 461
691691 debt, obligation, or liability is asserted solely by reason of 462
692692 any of the following: 463
693693 (a) The protected series: 464
694694 1. Being a protected series of the series limited 465
695695 liability company or having as a protected -series manager the 466
696696 series limited liability company or another protected series of 467
697697 the series limited liability company; or 468
698698 2. Being or acting as a protected -series manager of 469
699699 another protected series of the series limit ed liability company 470
700700 or a manager of the series limited liability company; or 471
701701 (b) The series limited liability company owning a 472
702702 protected-series transferable interest of the protected series. 473
703703 Section 10. Section 605.2106, Florida Statutes, is created 474
704704 to read: 475
705705
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713713 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
714714
715715
716716
717717 605.2106 Relation of a protected series operating 476
718718 agreement and the protected series provisions of this chapter. — 477
719719 (1) Except as otherwise provided in this section, and 478
720720 subject to ss. 605.2107 and 605.2108, the operating agreement of 479
721721 a series limited liability company governs the following: 480
722722 (a) The internal affairs of a protected series, including 481
723723 all of the following: 482
724724 1. Relations among any associated members of the protected 483
725725 series. 484
726726 2. Relations between the protected series and: 485
727727 a. Any associated member of the protected series; 486
728728 b. Any protected-series manager; or 487
729729 c. Any protected-series transferee. 488
730730 3. Relations between any associated member and: 489
731731 a. Any protected-series manager; or 490
732732 b. Any protected-series transferee. 491
733733 4. The rights and duties of a protected -series manager. 492
734734 5. Governance decisions affecting the activities and 493
735735 affairs of the protected series and the conduct of those 494
736736 activities and affairs. 495
737737 6. Procedures and conditions for becoming an associated 496
738738 member or a protected-series transferee. 497
739739 (b) Relations between a protected series of the series 498
740740 limited liability company and each of the following: 499
741741 1. The series limited liability company. 500
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750750 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
751751
752752
753753
754754 2. Another protected series of the series limited 501
755755 liability company. 502
756756 3. The protected series, any of its protected -series 503
757757 managers, any associated member of the protected series, or any 504
758758 protected-series transferee of the protected series. 505
759759 4. A person in the person's capacity as: 506
760760 a. A member of the series limited liability company which 507
761761 is not an associated member of the protected series; 508
762762 b. A protected-series transferee or protected -series 509
763763 manager of another protected series; or 510
764764 c. A transferee of the series limited liability company. 511
765765 (2) If this chapter restricts th e power of an operating 512
766766 agreement to affect a matter, the restriction applies to a 513
767767 matter under ss. 605.2101 -605.2802 in accordance with s. 514
768768 605.0105. 515
769769 (3) If a law of this state other than this chapter imposes 516
770770 a prohibition, limitation, requirement, condi tion, obligation, 517
771771 liability, or other restriction on a limited liability company; 518
772772 a member, a manager, or another agent of a limited liability 519
773773 company; or a transferee of a limited liability company, except 520
774774 as otherwise provided in the laws of this state o ther than this 521
775775 chapter, the restriction applies in accordance with s. 605.2108. 522
776776 (4) Except as otherwise provided in s. 605.2107, if the 523
777777 operating agreement of a series limited liability company does 524
778778 not provide for a matter described in subsection (1) in a manner 525
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787787 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
788788
789789
790790
791791 authorized by ss. 605.2101 -605.2802, the matter is determined in 526
792792 accordance with the following: 527
793793 (a) To the extent that ss. 605.2101 -605.2802 address the 528
794794 matter, ss. 605.2101 -605.2802 govern. 529
795795 (b) To the extent that ss. 605.2101 -605.2802 do not 530
796796 address the matter, this chapter governs the matter in 531
797797 accordance with s. 605.2108. 532
798798 Section 11. Section 605.2107, Florida Statutes, is created 533
799799 to read: 534
800800 605.2107 Additional limitations on operating agreements. — 535
801801 (1) An operating agreement may not va ry the effect of: 536
802802 (a) This section; 537
803803 (b) Section 605.2103; 538
804804 (c) Section 605.2104(1); 539
805805 (d) Section 605.2104(2), to provide a protected series a 540
806806 power beyond those provided in this chapter to a limited 541
807807 liability company; 542
808808 (e) Section 605.2104(3) or (4) ; 543
809809 (f) Section 605.2105; 544
810810 (g) Section 605.2106; 545
811811 (h) Section 605.2108; 546
812812 (i) Section 605.2201, except to vary the manner in which a 547
813813 series limited liability company approves establishing a 548
814814 protected series; 549
815815 (j) Section 605.2202; 550
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824824 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
825825
826826
827827
828828 (k) Section 605.2301 ; 551
829829 (l) Section 605.2302; 552
830830 (m) Section 605.2303(1) or (2); 553
831831 (n) Section 605.2304(3) or (6); 554
832832 (o) Section 605.2401, except to decrease or eliminate a 555
833833 limitation of liability stated in that section; 556
834834 (p) Section 605.2402; 557
835835 (q) Section 605.2403; 558
836836 (r) Section 605.2404; 559
837837 (s) Section 605.2501(1), (4), and (5); 560
838838 (t) Section 605.2502, except to designate a different 561
839839 person to manage winding up; 562
840840 (u) Section 605.2503; 563
841841 (v) Sections 605.2601 -605.2608; 564
842842 (w) Sections 605.2701 -605.2704; 565
843843 (x) Sections 605.2801-605.2802, except to vary the person 566
844844 that has the right to sign and deliver to the department for 567
845845 filing a record under this chapter; or 568
846846 (y) A provision of this chapter pertaining to: 569
847847 1. A registered office or registered agents; or 570
848848 2. The department, including provisions relating to 571
849849 records authorized or required to be delivered to the department 572
850850 for filing under this chapter. 573
851851 (2) An operating agreement may not unreasonably restrict 574
852852 the duties and rights conferred under s. 605.2305 but may i mpose 575
853853
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861861 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
862862
863863
864864
865865 reasonable restrictions on the availability and use of 576
866866 information obtained under that section and may provide 577
867867 appropriate remedies, including liquidated damages, for a breach 578
868868 of any reasonable restriction on use. 579
869869 Section 12. Section 605.2108, Fl orida Statutes, is created 580
870870 to read: 581
871871 605.2108 Application of this chapter to protected series. — 582
872872 (1) Except as otherwise provided in subsection (2) and s. 583
873873 605.2107, the following provisions apply in the application of 584
874874 ss. 605.2106, 605.2304(3) and (6), 6 05.2501(4)(a), 605.2502(1), 585
875875 and 605.2503(2): 586
876876 (a) A protected series of a series limited liability 587
877877 company is deemed to be a limited liability company that is 588
878878 formed separately from the series limited liability company and 589
879879 is distinct from the series limi ted liability company and any 590
880880 other protected series of the series limited liability company; 591
881881 (b) An associated member of the protected series of a 592
882882 series limited liability company is deemed to be a member of the 593
883883 series limited liability company deemed t o exist under paragraph 594
884884 (a); 595
885885 (c) A protected-series transferee of the protected series 596
886886 is deemed to be a transferee of the series limited liability 597
887887 company deemed to exist under paragraph (a); 598
888888 (d) A protected-series transferable interest of the 599
889889 protected series is deemed to be a transferable interest of the 600
890890
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898898 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
899899
900900
901901
902902 series limited liability company deemed to exist under paragraph 601
903903 (a); 602
904904 (e) A protected-series manager is deemed to be a manager 603
905905 of the series limited liability company deemed to exist under 604
906906 paragraph (a); 605
907907 (f) An asset of the protected series is deemed to be an 606
908908 asset of the series limited liability company deemed to exist 607
909909 under paragraph (a), regardless of whether the asset is an 608
910910 associated asset of the protected series; or 609
911911 (g) Any creditor or oth er obligee of the protected series 610
912912 is deemed to be a creditor or obligee of the series limited 611
913913 liability company deemed to exist under paragraph (a). 612
914914 (2) Subsection (1) does not apply if its application would 613
915915 do either of the following: 614
916916 (a) Contravene s. 605.0105; or 615
917917 (b) Authorize or require the department to: 616
918918 1. Accept for filing a type of record which this chapter 617
919919 does not authorize or require a person to deliver to the 618
920920 department for filing; or 619
921921 2. Make or deliver a record that this chapter does not 620
922922 authorize or require the department to make or deliver. 621
923923 (3) Except to the extent otherwise specified in ss. 622
924924 605.2101-605.2802, the provisions of this chapter applicable to 623
925925 limited liability companies in general and their managers, 624
926926 members, and transferees, including, but not limited to, 625
927927
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935935 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
936936
937937
938938
939939 provisions relating to formation, powers, operation, existence, 626
940940 management, court proceedings, and filings with the department 627
941941 and other state or local government agencies, are applicable to 628
942942 each series limited liabil ity company and to each protected 629
943943 series established pursuant to s. 605.2201. 630
944944 Section 13. Section 605.2201, Florida Statutes, is created 631
945945 to read: 632
946946 605.2201 Establishment of protected series; change of 633
947947 designation.— 634
948948 (1) With the affirmative vote or consent of all members of 635
949949 a limited liability company, the company may establish a 636
950950 protected series. 637
951951 (2) To establish a protected series, a limited liability 638
952952 company shall deliver to the department for filing a protected 639
953953 series designation, signed by the company, stating the name of 640
954954 the company and the name of the protected series to be 641
955955 established, and any other information the department requires 642
956956 for filing. 643
957957 (3) A protected series is established when the protected 644
958958 series designation takes effect under s. 605.0207. 645
959959 (4) To amend a protected series designation, a series 646
960960 limited liability company shall deliver to the department for 647
961961 filing a statement of designation change, signed by the company, 648
962962 that sets forth the following: 649
963963 (a) The name of the series limited liability company and 650
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972972 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
973973
974974
975975
976976 the name of the protected series to which the change to the 651
977977 protected series designation applies; 652
978978 (b) Each change to the protected series designation; and 653
979979 (c) A statement that each designation change was approved 654
980980 by the affirmative vote or consent of the members of the series 655
981981 limited liability company required to make each change to the 656
982982 protected series designation. 657
983983 (5) Each designation change made pursuant to subsection 658
984984 (4) takes effect when the statement of designation change takes 659
985985 effect under s. 605.0207. 660
986986 Section 14. Section 605.2202, Florida Statutes, is created 661
987987 to read: 662
988988 605.2202 Protected series name. — 663
989989 (1) Except as otherwise provided in subsection (2), the 664
990990 name of a protected series must comply with s. 605. 0112. 665
991991 (2) The name of a protected series of a series limited 666
992992 liability company must: 667
993993 (a) Begin with the name of the series limited liability 668
994994 company, including any word or abbreviation required by s. 669
995995 605.0112; and 670
996996 (b) Contain the phrase "protected se ries" or the 671
997997 abbreviation "P.S." or "PS." 672
998998 (3) If a series limited liability company changes its 673
999999 name, the company must deliver to the department for filing a 674
10001000 statement of designation change for each of the company's 675
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10091009 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
10101010
10111011
10121012
10131013 protected series, changing the name of each protected series to 676
10141014 comply with this section. 677
10151015 Section 15. Section 605.2203, Florida Statutes, is created 678
10161016 to read: 679
10171017 605.2203 Registered agent. — 680
10181018 (1) The registered agent in this state for a series 681
10191019 limited liability company is the registered agent in this state 682
10201020 for each protected series of that company. 683
10211021 (2) Before delivering a protected series designation to 684
10221022 the department for filing, a series limited liability company 685
10231023 must agree with a registered agent specifying that the agent 686
10241024 will serve as the registered agent in this state for that 687
10251025 company and for each protected series of that company. 688
10261026 (3) A person that signs a protected series designation 689
10271027 delivered to the department for filing affirms as a fact that 690
10281028 the series limited liability company on whose behalf the 691
10291029 designation is delivered has complied with subsection (2). 692
10301030 (4) A person that ceases to be the registered agent for a 693
10311031 series limited liability company ceases to be the registered 694
10321032 agent for each protected series of that company. 695
10331033 (5) A person that ceases to be the registered agent for a 696
10341034 protected series of a series limited liability company, other 697
10351035 than as a result of the termination of the protected series, 698
10361036 ceases to be the registered agent of that company and any other 699
10371037 protected series of that company. 700
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10461046 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
10471047
10481048
10491049
10501050 (6) Except as otherwise agreed upon by a series limited 701
10511051 liability company and its registered agent, the registered agent 702
10521052 is not obligated to distinguish between a process, notice, 703
10531053 demand, or other record concerning the company and a pr ocess, 704
10541054 notice, demand, or other record concerning a protected series of 705
10551055 the company. 706
10561056 Section 16. Section 605.2204, Florida Statutes, is created 707
10571057 to read: 708
10581058 605.2204 Series limited liability company; service of 709
10591059 process; giving notice or making demand. — 710
10601060 (1) Process against a series limited liability company, a 711
10611061 protected series of a series limited liability company, a 712
10621062 registered foreign series limited liability company, or a 713
10631063 registered foreign protected series of a registered foreign 714
10641064 series limited liabil ity company, respectively, may be served in 715
10651065 the same manner as service is made on each such entity under s. 716
10661066 48.062 and chapter 48 or chapter 49. 717
10671067 (2) Any notice or demand on a series limited liability 718
10681068 company or a protected series of a series limited liab ility 719
10691069 company under this chapter may be given or made to any member of 720
10701070 a member-managed series limited liability company or to any 721
10711071 manager of a manager -managed series limited liability company; 722
10721072 to the registered agent of a series limited liability company at 723
10731073 the registered office of the series limited liability company in 724
10741074 this state; or to any other address in this state which is the 725
10751075
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10831083 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
10841084
10851085
10861086
10871087 principal office in this state of the series limited liability 726
10881088 company. 727
10891089 (3) Any notice or demand on a registered foreign series 728
10901090 limited liability company or a registered foreign protected 729
10911091 series of a registered foreign series limited liability company 730
10921092 under this chapter may be given or made to any member of a 731
10931093 member-managed foreign series limited liability company or to 732
10941094 any manager of a manager -managed foreign series limited 733
10951095 liability company; to the registered agent of the registered 734
10961096 foreign series limited liability company at the registered 735
10971097 office of the registered foreign series limited liability 736
10981098 company in this state; or to the principal office address, or 737
10991099 any other address in this state which is, in fact, the principal 738
11001100 office in this state of the registered foreign series limited 739
11011101 liability company. 740
11021102 (4) This section does not affect the right to serve 741
11031103 process on, give not ice to, or make a demand on a series limited 742
11041104 liability company or any protected series of a series limited 743
11051105 liability company, or to or on any foreign series limited 744
11061106 liability company or any protected series of the foreign series 745
11071107 limited liability company, in any other manner provided by law. 746
11081108 Section 17. Section 605.2205, Florida Statutes, is created 747
11091109 to read: 748
11101110 605.2205 Certificate of status for domestic or foreign 749
11111111 protected series.— 750
11121112
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11201120 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
11211121
11221122
11231123
11241124 (1) The department, upon request, payment of the requisite 751
11251125 fee, and compliance with any other filing requirements of the 752
11261126 department, shall issue a certificate of status for a protected 753
11271127 series of a series limited liability company if the records 754
11281128 filed in the department show that the department has accepted 755
11291129 and filed articles of organization for the series limited 756
11301130 liability company and a protected series designation for the 757
11311131 protected series. A certificate of status for a protected series 758
11321132 of a series limited liability company must state all of the 759
11331133 following: 760
11341134 (a) The series limited liability company's name. 761
11351135 (b) The name of the protected series. 762
11361136 (c) That the series limited liability company was 763
11371137 organized under the laws of this state and the date of 764
11381138 organization. 765
11391139 (d) That the protected series was designated under the 766
11401140 laws of this state and the date of designation. 767
11411141 (e) Whether all fees and penalties due to the department 768
11421142 under this chapter or other law by the series limited liability 769
11431143 company and the protected series have been paid. 770
11441144 (f) Whether the series limited liability company's most 771
11451145 recent annual report required by s. 605.0212 has been filed by 772
11461146 the department. 773
11471147 (g) Whether the series limited liability company's most 774
11481148 recent annual report includes the name of the protected series, 775
11491149
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11571157 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
11581158
11591159
11601160
11611161 unless: 776
11621162 1. When the series limited li ability company delivered the 777
11631163 annual report for filing, the protected series designation 778
11641164 pertaining to the protected series had not yet taken effect; or 779
11651165 2. After the series limited liability company delivered 780
11661166 the annual report for filing, the company del ivered to the 781
11671167 department for filing a statement of designation change, which 782
11681168 changes the name of the protected series. 783
11691169 (h) Whether the department has administratively dissolved 784
11701170 the series limited liability company or received a record 785
11711171 notifying the department that the company has been dissolved by 786
11721172 judicial action pursuant to s. 605.0705. 787
11731173 (i) Whether the department has administratively dissolved 788
11741174 the protected series or received a record notifying the 789
11751175 department that the protected series has been dissolve d by 790
11761176 judicial action pursuant to s. 605.2501(4) or (5). 791
11771177 (j) Whether the department has filed articles of 792
11781178 dissolution for the series limited liability company. 793
11791179 (k) Whether the department has filed a statement of 794
11801180 dissolution, termination, or relocation f or the protected 795
11811181 series. 796
11821182 (2) The department, upon request, payment of the requisite 797
11831183 fee, and compliance with any other filing requirements of the 798
11841184 department, shall issue a certificate of status for a foreign 799
11851185 protected series of a foreign series limited l iability company 800
11861186
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11941194 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
11951195
11961196
11971197
11981198 if the records filed in the department show that the department 801
11991199 has filed a certificate of authority for the foreign series 802
12001200 limited liability company and a certificate of authority for the 803
12011201 foreign protected series. A certificate of status for a 804
12021202 registered foreign protected series of a registered foreign 805
12031203 series limited liability company must state all of the 806
12041204 following: 807
12051205 (a) The foreign series limited liability company's name 808
12061206 and any current alternative name adopted under s. 605.0906(1) 809
12071207 for use in this state. 810
12081208 (b) The name of the foreign protected series and any 811
12091209 current alternative name adopted under s. 605.0906(1) for use in 812
12101210 this state. 813
12111211 (c) That the foreign series limited liability company is 814
12121212 authorized to transact business in this state. 815
12131213 (d) That the foreign protected series is authorized to 816
12141214 transact business in this state. 817
12151215 (e) Whether all fees and penalties due to the department 818
12161216 under this chapter or other law by the foreign series limited 819
12171217 liability company and the foreign protected series have been 820
12181218 paid. 821
12191219 (f) Whether the foreign series limited liability company's 822
12201220 most recent annual report required by s. 605.0212 has been filed 823
12211221 by the department. 824
12221222 (g) Whether the foreign series limited liability company's 825
12231223
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12311231 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
12321232
12331233
12341234
12351235 most recent annual report i ncludes the name of the foreign 826
12361236 protected series, unless: 827
12371237 1. When the foreign series limited liability company 828
12381238 delivered the annual report for filing, the foreign protected 829
12391239 series designation pertaining to the foreign protected series 830
12401240 had not yet taken effect; or 831
12411241 2. After the foreign series limited liability company 832
12421242 delivered the annual report for filing, the foreign series 833
12431243 limited liability company delivered to the department for filing 834
12441244 a statement of designation change which changes the name of the 835
12451245 foreign protected series. 836
12461246 (h) Whether the department has: 837
12471247 1. Revoked the foreign series limited liability company's 838
12481248 certificate of authority or revoked the foreign protected series 839
12491249 certificate of authority; or 840
12501250 2. Filed a notice of withdrawal of the certificate of 841
12511251 authority for the foreign series limited liability company or 842
12521252 for the foreign protected series. 843
12531253 (3) Subject to any qualification stated by the department 844
12541254 in a certificate of status, a certificate of status issued by 845
12551255 the department may be r elied upon as conclusive evidence of the 846
12561256 facts stated in the certificate of status as to the active 847
12571257 status of the domestic or foreign series limited liability 848
12581258 company and any protected series of the domestic or foreign 849
12591259 limited liability company authorized to transact business in 850
12601260
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12681268 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
12691269
12701270
12711271
12721272 this state. 851
12731273 Section 18. Section 605.2206, Florida Statutes, is created 852
12741274 to read: 853
12751275 605.2206 Information required in annual report; failure to 854
12761276 comply.— 855
12771277 (1) In the annual report required by s. 605.0212, a series 856
12781278 limited liability company shall include the name of each 857
12791279 protected series of the company: 858
12801280 (a) For which the series limited liability company has 859
12811281 previously delivered to the department for filing a protected 860
12821282 series designation; and 861
12831283 (b) Which has not dissolved and comple ted winding up. 862
12841284 (2) The failure of a series limited liability company to 863
12851285 comply with subsection (1) with regard to a protected series 864
12861286 prevents issuance of a certificate of status pertaining to the 865
12871287 protected series, but does not otherwise affect the prote cted 866
12881288 series. 867
12891289 (3) In the annual report required by s. 605.0212, a 868
12901290 registered foreign series limited liability company shall 869
12911291 include the name of each registered foreign protected series of 870
12921292 the registered foreign series limited liability company: 871
12931293 (a) For which the registered foreign series limited 872
12941294 liability company has previously delivered to the department for 873
12951295 filing an application for a certificate of authority to transact 874
12961296 business in this state, which has been accepted by the 875
12971297
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13051305 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
13061306
13071307
13081308
13091309 department; and 876
13101310 (b) Which has not withdrawn its certificate of authority 877
13111311 to transact business in this state. 878
13121312 (4) The failure of a registered foreign series limited 879
13131313 liability company to comply with subsection (3) with regard to a 880
13141314 registered foreign protected series prevents issua nce of a 881
13151315 certificate of status pertaining to the registered foreign 882
13161316 protected series. 883
13171317 Section 19. Section 605.2301, Florida Statutes, is created 884
13181318 to read: 885
13191319 605.2301 Associated asset. — 886
13201320 (1) Only an asset of a protected series may be an 887
13211321 associated asset of the protected series. Only an asset of a 888
13221322 series limited liability company may be an associated asset of 889
13231323 the company. 890
13241324 (2)(a) An asset of a protected series of a series limited 891
13251325 liability company is an associated asset of the protected series 892
13261326 only if the protected series creates and maintains records that 893
13271327 state the name of the protected series and describe the asset 894
13281328 with sufficient specificity to permit a disinterested, 895
13291329 reasonable individual to: 896
13301330 1. Identify the asset and distinguish it from any other 897
13311331 asset of the protected series, any asset of the series limited 898
13321332 liability company, and any asset of any other protected series 899
13331333 of the company; 900
13341334
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13421342 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
13431343
13441344
13451345
13461346 2. Determine when and from which person the protected 901
13471347 series acquired the asset or how the asset otherwise became an 902
13481348 asset of the protected series; and 903
13491349 3. If the protected series acquired the asset from the 904
13501350 series limited liability company or another protected series of 905
13511351 the company, determine any consideration paid, the payor, and 906
13521352 the payee. 907
13531353 (b) A deed or other i nstrument granting an interest in 908
13541354 real property to or from one or more protected series of a 909
13551355 series limited liability company, or any other instrument 910
13561356 otherwise affecting an interest in real property held by one or 911
13571357 more protected series of a series limited liability company, in 912
13581358 each case to the extent such deed or other instrument is in 913
13591359 favor of a person who gives value without knowledge of the lack 914
13601360 of authority of the person signing and delivering a deed or 915
13611361 other instrument and is recorded in the office fo r recording 916
13621362 transfers or other matters affecting real property, is 917
13631363 conclusive of the authority of the person signing and 918
13641364 constitutes a record that such interest in real property is an 919
13651365 associated asset or liability, as applicable, of the protected 920
13661366 series. 921
13671367 (3)(a) An asset of a series limited liability company is 922
13681368 an associated asset of the company only if the company creates 923
13691369 and maintains records that state the name of the company and 924
13701370 describe the asset with sufficient specificity to permit a 925
13711371
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13791379 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
13801380
13811381
13821382
13831383 disinterested, reasonable individual to: 926
13841384 1. Identify the asset and distinguish it from any other 927
13851385 asset of the series limited liability company and any asset of 928
13861386 any protected series of the company; 929
13871387 2. Determine when and from which person the series limited 930
13881388 liability company acquired the asset or how the asset otherwise 931
13891389 became an asset of the company; and 932
13901390 3. If the series limited liability company acquired the 933
13911391 asset from a protected series of the company, determine any 934
13921392 consideration paid, the payor, and the payee. 935
13931393 (b) A deed or other instrument granting an interest in 936
13941394 real property to or from a series limited liability company, or 937
13951395 any other instrument otherwise affecting an interest in real 938
13961396 property held by a series limited liability company, in each 939
13971397 case to the extent such deed or other instrument is in favor of 940
13981398 a person who gives value without knowledge of the lack of 941
13991399 authority of the person signing and delivering a deed or other 942
14001400 instrument and is recorded in the office for recording transfers 943
14011401 or other matters affec ting real property, is conclusive of the 944
14021402 authority of the person signing and constitutes a record that 945
14031403 such interest in real property is an associated asset or 946
14041404 liability, as applicable, of the series limited liability 947
14051405 company. 948
14061406 (4) The records and recordk eeping required by subsections 949
14071407 (2) and (3) may be organized by specific listing, category, 950
14081408
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14161416 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
14171417
14181418
14191419
14201420 type, quantity, or computational or allocative formula or 951
14211421 procedure, including a percentage or share of any asset, or in 952
14221422 any other reasonable manner. 953
14231423 (5) To the extent authorized by this chapter and the laws 954
14241424 of this state other than this chapter, a series limited 955
14251425 liability company or protected series of a series limited 956
14261426 liability company may hold an associated asset directly or 957
14271427 indirectly, through a representative, nominee, or similar 958
14281428 arrangement, except for the following: 959
14291429 (a) A protected series may not hold an associated asset in 960
14301430 the name of the series limited liability company or another 961
14311431 protected series of the company; and 962
14321432 (b) A series limited liability company may not hold an 963
14331433 associated asset in the name of a protected series of the 964
14341434 company. 965
14351435 Section 20. Section 605.2302, Florida Statutes, is created 966
14361436 to read: 967
14371437 605.2302 Associated member. — 968
14381438 (1) Only a member of a series limited liability company 969
14391439 may be an associated member of a protected series of the 970
14401440 company. 971
14411441 (2) A member of a series limited liability company becomes 972
14421442 an associated member of a protected series of the company if the 973
14431443 operating agreement or a procedure established by the operating 974
14441444 agreement states all of the following: 975
14451445
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14531453 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
14541454
14551455
14561456
14571457 (a) That the member is an associated member of the 976
14581458 protected series. 977
14591459 (b) The date on which the member became an associated 978
14601460 member of the protected series. 979
14611461 (c) Any protected-series transferable interest the 980
14621462 associated member has in connection with becoming or being an 981
14631463 associated member of the protected series. 982
14641464 (3) If a person that is an associated member of a 983
14651465 protected series of a series limited liability company is 984
14661466 dissociated from the company, the person ceases to be an 985
14671467 associated member of the protected series. 986
14681468 Section 21. Section 605.2303, Florida Statutes, is created 987
14691469 to read: 988
14701470 605.2303 Protected-series transferable interest. — 989
14711471 (1) A protected-series transferable interest of a 990
14721472 protected series of a series l imited liability company must be 991
14731473 owned initially by an associated member of the protected series 992
14741474 or the series limited liability company. 993
14751475 (2) If a protected series of a series limited liability 994
14761476 company has no associated members when established, the comp any 995
14771477 owns the protected-series transferable interests in the 996
14781478 protected series. 997
14791479 (3) In addition to acquiring a protected -series 998
14801480 transferable series interest under subsection (2), a series 999
14811481 limited liability company may acquire a protected -series 1000
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14901490 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
14911491
14921492
14931493
14941494 transferable interest through a transfer from another person or 1001
14951495 as provided in the operating agreement. 1002
14961496 (4) Except for s. 605.2108(1)(c), any provision of this 1003
14971497 chapter which applies to a protected -series transferee of a 1004
14981498 protected series of a series limited liabilit y company applies 1005
14991499 to the company in its capacity as an owner of a protected -series 1006
15001500 transferable interest of the protected series. Any provision of 1007
15011501 the operating agreement of a series limited liability company 1008
15021502 which applies to a protected -series transferee of a protected 1009
15031503 series of the company applies to the company in its capacity as 1010
15041504 an owner of a protected -series transferable interest of the 1011
15051505 protected series. 1012
15061506 Section 22. Section 605.2304, Florida Statutes, is created 1013
15071507 to read: 1014
15081508 605.2304 Management. — 1015
15091509 (1) A protected series may have one or more protected -1016
15101510 series managers. 1017
15111511 (2) If a protected series has no associated members, the 1018
15121512 series limited liability company is the protected -series 1019
15131513 manager. 1020
15141514 (3) Section 605.2108 applies to the determination of any 1021
15151515 duties of a protected -series manager of a protected series to 1022
15161516 each of the following: 1023
15171517 (a) The protected series. 1024
15181518 (b) Any associated member of the protected series. 1025
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15271527 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
15281528
15291529
15301530
15311531 (c) Any protected-series transferee of the protected 1026
15321532 series. 1027
15331533 (4) Solely by reason of b eing or acting as a protected -1028
15341534 series manager of a protected series, a person owes no duty to 1029
15351535 any of the following: 1030
15361536 (a) The series limited liability company. 1031
15371537 (b) Another protected series of the series limited 1032
15381538 liability company. 1033
15391539 (c) Another person in t hat person's capacity as: 1034
15401540 1. A member of the series limited liability company which 1035
15411541 is not an associated member of the protected series; 1036
15421542 2. A protected-series transferee or protected -series 1037
15431543 manager of another protected series; or 1038
15441544 3. A transferee of the series limited liability company. 1039
15451545 (5) An associated member of a protected series of a series 1040
15461546 limited liability company has the same rights as any other 1041
15471547 member of the company to vote on or consent to an amendment to 1042
15481548 the company's operating agreement o r any other matter being 1043
15491549 decided by the members, regardless of whether the amendment or 1044
15501550 matter affects the interests of the protected series or the 1045
15511551 associated member. 1046
15521552 (6) The right of a member to maintain a derivative action 1047
15531553 to enforce a right of a limit ed liability company pursuant to s. 1048
15541554 605.0802 applies to each of the following: 1049
15551555 (a) An associated member of a protected series, in 1050
15561556
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15641564 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
15651565
15661566
15671567
15681568 accordance with s. 605.2108. 1051
15691569 (b) A member of a series limited liability company, in 1052
15701570 accordance with s. 605.2108. 1053
15711571 (7) An associated member of a member -managed protected 1054
15721572 series is an agent for the protected series with power to bind 1055
15731573 the protected series to the same extent that a member of a 1056
15741574 member-managed limited liability company is an agent for the 1057
15751575 company with power to bin d the company under s. 605.04074(1)(a). 1058
15761576 A protected-series manager of a manager -managed protected series 1059
15771577 is an agent for the protected series with power to bind the 1060
15781578 protected series to the same extent that a manager of a manager -1061
15791579 managed limited liability c ompany is an agent for the company 1062
15801580 with power to bind the company under s. 605.04074(2)(b). 1063
15811581 Section 23. Section 605.2305, Florida Statutes, is created 1064
15821582 to read: 1065
15831583 605.2305 Right of a person that is not an associated 1066
15841584 member of a protected series to infor mation of a protected 1067
15851585 series.— 1068
15861586 (1) A member of a series limited liability company which 1069
15871587 is not an associated member of a protected series of the company 1070
15881588 has a right to information concerning the protected series to 1071
15891589 the same extent, in the same manner, an d under the same 1072
15901590 conditions that a member that is not a manager of a manager -1073
15911591 managed limited liability company has a right to information of 1074
15921592 the company under s. 605.0410(1) and (3)(b). 1075
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16011601 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
16021602
16031603
16041604
16051605 (2) A person that was formerly an associated member of a 1076
16061606 protected series has a right to information concerning the 1077
16071607 protected series to the same extent, in the same manner, and 1078
16081608 under the same conditions that a person dissociated as a member 1079
16091609 of a manager-managed limited liability company has a right to 1080
16101610 information concernin g the limited liability company under s. 1081
16111611 605.0410(4) or other applicable law. 1082
16121612 (3) If an associated member of a protected series dies, 1083
16131613 the legal representative of the deceased associated member has a 1084
16141614 right to information concerning the protected series to the same 1085
16151615 extent, in the same manner, and under the same conditions that 1086
16161616 the legal representative of a deceased member of a limited 1087
16171617 liability company has a right to information concerning the 1088
16181618 company under ss. 605.0410(9) and 605.0504. 1089
16191619 (4) A protected-series manager of a protected series has a 1090
16201620 right to information concerning the protected series to the same 1091
16211621 extent, in the same manner, and under the same conditions that a 1092
16221622 manager of a manager -managed limited liability company has a 1093
16231623 right to information con cerning the company under s. 1094
16241624 605.0410(3)(a). 1095
16251625 (5) The court-ordered inspection provisions of s. 605.0411 1096
16261626 apply to the information rights regarding series limited 1097
16271627 liability companies and protected series of such companies. 1098
16281628 Section 24. Section 605.2401, Florida Statutes, is created 1099
16291629 to read: 1100
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16381638 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
16391639
16401640
16411641
16421642 605.2401 Limitations on liability. — 1101
16431643 (1) A person is not liable, directly or indirectly, by way 1102
16441644 of contribution or otherwise, for a debt, an obligation, or 1103
16451645 another liability of either of the following: 1104
16461646 (a) A protected series of a series limited liability 1105
16471647 company solely by reason of being or acting as: 1106
16481648 1. An associated member, protected -series manager, or 1107
16491649 protected-series transferee of the protected series; or 1108
16501650 2. A member, manager, or transferee of the company; or 1109
16511651 (b) A series limited liability company solely by reason of 1110
16521652 being or acting as an associated member, protected -series 1111
16531653 manager, or protected -series transferee of a protected series of 1112
16541654 the company. 1113
16551655 (2) Subject to s. 605.2404, the following apply: 1114
16561656 (a) A debt, an obligation, or another liability of a 1115
16571657 series limited liability company is solely the debt, obligation, 1116
16581658 or liability of the company. 1117
16591659 (b) A debt, an obligation, or another liability of a 1118
16601660 protected series is solely the debt, obligation, or liab ility of 1119
16611661 the protected series. 1120
16621662 (c) A series limited liability company is not liable, 1121
16631663 directly or indirectly, by way of contribution or otherwise, for 1122
16641664 a debt, an obligation, or another liability of a protected 1123
16651665 series of the company solely by reason of the protected series 1124
16661666 being a protected series of the company, or the series limited 1125
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16751675 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
16761676
16771677
16781678
16791679 liability company: 1126
16801680 1. Being or acting as a protected -series manager of the 1127
16811681 protected series; 1128
16821682 2. Having the protected series manage the series limited 1129
16831683 liability company; or 1130
16841684 3. Owning a protected -series transferable interest of the 1131
16851685 protected series. 1132
16861686 (d) A protected series of a series limited liability 1133
16871687 company is not liable, directly or indirectly, by way of 1134
16881688 contribution or otherwise, for a debt, an obligation, or another 1135
16891689 liability of the company or another protected series of the 1136
16901690 company solely by reason of: 1137
16911691 1. Being a protected series of the series limited 1138
16921692 liability company; 1139
16931693 2. Being or acting as a manager of the series limited 1140
16941694 liability company or a protected -series manager of another 1141
16951695 protected series of the company; or 1142
16961696 3. Having the series limited liability company or another 1143
16971697 protected series of the company be or act as a protected -series 1144
16981698 manager of the protected series. 1145
16991699 Section 25. Section 605.2402, Florida Statutes, is created 1146
17001700 to read: 1147
17011701 605.2402 Claim seeking to disregard limitation of 1148
17021702 liability.— 1149
17031703 (1) Except as otherwise provided in subsection (2), a 1150
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17121712 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
17131713
17141714
17151715
17161716 claim seeking to disregard a limitation in s. 605.2401 is 1151
17171717 governed by the principles of law and equity, in cluding a 1152
17181718 principle providing a right to a creditor or holding a person 1153
17191719 liable for a debt, an obligation, or another liability of 1154
17201720 another person, which would apply if each protected series of a 1155
17211721 series limited liability company were a limited liability 1156
17221722 company formed separately from the series limited liability 1157
17231723 company and distinct from the series limited liability company 1158
17241724 and any other protected series of the series limited liability 1159
17251725 company. 1160
17261726 (2) The failure of a limited liability company or a 1161
17271727 protected series to observe formalities relating to the exercise 1162
17281728 of its powers or management of its activities and affairs is not 1163
17291729 a ground to disregard a limitation in s. 605.2401(1) but may be 1164
17301730 a ground to disregard a limitation in s. 605.2401(2). 1165
17311731 (3) This section applies to a claim seeking to disregard a 1166
17321732 limitation of liability applicable to a foreign series limited 1167
17331733 liability company or foreign protected series and comparable to 1168
17341734 a limitation stated in s. 605.2401, if either of the following 1169
17351735 applies: 1170
17361736 (a) The claimant is a resident of this state, transacting 1171
17371737 business in this state, or authorized to transact business in 1172
17381738 this state; or 1173
17391739 (b) The claim is to establish or enforce a liability 1174
17401740 arising under law of this state other than this chapter or from 1175
17411741
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17491749 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
17501750
17511751
17521752
17531753 an act or omission in this state. 1176
17541754 Section 26. Section 605.2403, Florida Statutes, is created 1177
17551755 to read: 1178
17561756 605.2403 Remedies of judgment creditor of associated 1179
17571757 member or other holder of a protected -series transferee.—The 1180
17581758 provisions of s. 605.0503 providing or restrictin g remedies 1181
17591759 available to a judgment creditor of a member or transferee of a 1182
17601760 limited liability company apply to a judgment creditor of either 1183
17611761 or both of the following: 1184
17621762 (1) An associated member or other holder of a protected -1185
17631763 series transferable interest in a protected series of a series 1186
17641764 limited liability company or a foreign series limited liability 1187
17651765 company. 1188
17661766 (2) A series limited liability company, to the extent the 1189
17671767 company owns a protected -series transferable interest of a 1190
17681768 protected series. 1191
17691769 Section 27. Section 605.2404, Florida Statutes, is created 1192
17701770 to read: 1193
17711771 605.2404 Enforcement of claim against non -associated 1194
17721772 asset.— 1195
17731773 (1) For the purposes of this section, the term: 1196
17741774 (a) "Enforcement date" means 12:01 a.m. on the date on 1197
17751775 which a claimant first serves process on a series limited 1198
17761776 liability company or protected series in an action seeking to 1199
17771777 enforce a claim against an asset of the company or protected 1200
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17861786 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
17871787
17881788
17891789
17901790 series by attachment, levy, or similar means under this section. 1201
17911791 (b) "Incurrence date," subject to s. 605.2608(2), means 1202
17921792 the date on which a series limited liability company or 1203
17931793 protected series of the company incurred the liability giving 1204
17941794 rise to a claim that a claimant seeks to enforce under this 1205
17951795 section. 1206
17961796 (2) If a claim against a series limited liabilit y company 1207
17971797 or a protected series of the company has been reduced to 1208
17981798 judgment, in addition to any other remedy provided by law or 1209
17991799 equity, the judgment may be enforced in accordance with the 1210
18001800 following: 1211
18011801 (a) A judgment against the series limited liability 1212
18021802 company may be enforced against an asset of a protected series 1213
18031803 of the company if the asset: 1214
18041804 1. Was a non-associated asset of the protected series on 1215
18051805 the incurrence date; or 1216
18061806 2. Is a non-associated asset of the protected series on 1217
18071807 the enforcement date. 1218
18081808 (b) A judgment against a protected series may be enforced 1219
18091809 against an asset of the series limited liability company if the 1220
18101810 asset: 1221
18111811 1. Was a non-associated asset of the series limited 1222
18121812 liability company on the incurrence date; or 1223
18131813 2. Is a non-associated asset of the series limited 1224
18141814 liability company on the enforcement date. 1225
18151815
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18231823 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
18241824
18251825
18261826
18271827 (c) A judgment against a protected series may be enforced 1226
18281828 against an asset of another protected series of the series 1227
18291829 limited liability company if the asset: 1228
18301830 1. Was a non-associated asset of the other protected 1229
18311831 series on the incurrence date; or 1230
18321832 2. Is a non-associated asset of the other protected series 1231
18331833 on the enforcement date. 1232
18341834 (3) In addition to any other remedy provided by law or 1233
18351835 equity, if a claim against a series limited liability c ompany or 1234
18361836 a protected series has not been reduced to a judgment and law 1235
18371837 other than this chapter permits a prejudgment remedy by 1236
18381838 attachment, levy, or similar means, the court may apply 1237
18391839 subsection (2) as a prejudgment remedy. 1238
18401840 (4) In a proceeding under this section, the party 1239
18411841 asserting that an asset is or was an associated asset of a 1240
18421842 series limited liability company or a protected series of the 1241
18431843 series limited liability company has the burden of proof on the 1242
18441844 issue. 1243
18451845 (5) This section applies to an asset of a foreign series 1244
18461846 limited liability company or foreign protected series if all of 1245
18471847 the following apply: 1246
18481848 (a) The asset is real or tangible property located in this 1247
18491849 state. 1248
18501850 (b) The claimant is a resident of this state or is 1249
18511851 transacting business or authorized to transact business in this 1250
18521852
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18601860 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
18611861
18621862
18631863
18641864 state, or the claim under this section is to enforce a judgment, 1251
18651865 or to seek a prejudgment remedy, pertaining to a liability 1252
18661866 arising from the law of this state other than this chapter or an 1253
18671867 act or omission in this state. 1254
18681868 (c) The asset is not identified in the records of the 1255
18691869 foreign series limited liability company or foreign protected 1256
18701870 series in a manner comparable to the manner required by s. 1257
18711871 605.2301. 1258
18721872 Section 28. Section 605.2501, Florida Statutes, is created 1259
18731873 to read: 1260
18741874 605.2501 Events causing dissolution of protected series. —A 1261
18751875 protected series of a series limited liability company is 1262
18761876 dissolved, and its activities and affairs must be wound up, upon 1263
18771877 the occurrence of any of the following: 1264
18781878 (1) Dissolution of the series limi ted liability company. 1265
18791879 (2) Occurrence of an event or a circumstance that the 1266
18801880 operating agreement states causes dissolution of the protected 1267
18811881 series. 1268
18821882 (3) Affirmative vote or consent of all associated members 1269
18831883 of the protected series. 1270
18841884 (4) Entry by the co urt of an order dissolving the 1271
18851885 protected series on application by an associated member or a 1272
18861886 protected-series manager of the protected series: 1273
18871887 (a) In accordance with s. 605.2108; and 1274
18881888 (b) To the same extent, in the same manner, and on the 1275
18891889
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18971897 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
18981898
18991899
19001900
19011901 same grounds the court would enter an order dissolving a limited 1276
19021902 liability company on application by a member or manager of the 1277
19031903 limited liability company pursuant to s. 605.0702. 1278
19041904 (5) Entry by the court of an order dissolving the 1279
19051905 protected series on application by the s eries limited liability 1280
19061906 company or a member or manager of the series limited liability 1281
19071907 company: 1282
19081908 (a) In accordance with s. 605.2108; and 1283
19091909 (b) To the same extent, in the same manner, and on the 1284
19101910 same grounds the court would enter an order dissolving a limi ted 1285
19111911 liability company on application by a member or manager of the 1286
19121912 limited liability company pursuant to s. 605.0702. 1287
19131913 (6) Automatic or involuntary dissolution of the series 1288
19141914 limited liability company that established the protected series. 1289
19151915 (7) The filing of a statement of administrative 1290
19161916 dissolution of the limited liability company or a protected 1291
19171917 series of the company by the department pursuant to s. 605.0714. 1292
19181918 Section 29. Section 605.2502, Florida Statutes, is created 1293
19191919 to read: 1294
19201920 605.2502 Winding up dis solved protected series. — 1295
19211921 (1) Subject to subsections (2) and (3) and in accordance 1296
19221922 with s. 605.2108, the following apply: 1297
19231923 (a) A dissolved protected series shall wind up its 1298
19241924 activities and affairs in the same manner that a dissolved 1299
19251925 limited liability co mpany winds up its activities and affairs 1300
19261926
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19331933 Page 53 of 73
19341934 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
19351935
19361936
19371937
19381938 under s. 605.0709, subject to the same requirements and 1301
19391939 conditions, and with the same effects. 1302
19401940 (b) Judicial supervision or another judicial remedy is 1303
19411941 available in the winding up of the protected series to the sam e 1304
19421942 extent, in the same manner, under the same conditions, and with 1305
19431943 the same effects that apply under s. 605.0709(5). 1306
19441944 (2) When a protected series of a series limited liability 1307
19451945 company dissolves, the company may deliver to the department for 1308
19461946 filing its articles of protected series dissolution stating the 1309
19471947 name of the series limited liability company and the protected 1310
19481948 series and that the protected series is dissolved. The filing of 1311
19491949 the articles of dissolution by the department has the same 1312
19501950 effect with regard t o the protected series as the filing by a 1313
19511951 limited liability company of articles of dissolution with the 1314
19521952 department under s. 605.0707. 1315
19531953 (3) When a protected series of a series limited liability 1316
19541954 company has completed winding up in accordance with s. 605.070 9, 1317
19551955 the company that established the protected series may deliver to 1318
19561956 the department for filing a statement of designation 1319
19571957 cancellation, stating all of the following: 1320
19581958 (a) The name of the company and the protected series. 1321
19591959 (b) That the protected series is terminated with the 1322
19601960 effective date of the termination if that date is not the date 1323
19611961 of filing of the statement of designation cancellation. 1324
19621962 (c) Any other information required by the department. 1325
19631963
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19711971 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
19721972
19731973
19741974
19751975 (4) The filing of the statement of designation 1326
19761976 cancellation by the department has the same effect as the filing 1327
19771977 by the department of a statement of termination under s. 1328
19781978 605.0709(7). 1329
19791979 (5) A series limited liability company has not completed 1330
19801980 its winding up until each of the protected series of the company 1331
19811981 has completed its winding up. 1332
19821982 Section 30. Section 605.2503, Florida Statutes, is created 1333
19831983 to read: 1334
19841984 605.2503 Effects of reinstatement of series limited 1335
19851985 liability company; revocation of voluntary dissolution. —If a 1336
19861986 series limited liability company that has b een administratively 1337
19871987 dissolved is reinstated, or if a series limited liability 1338
19881988 company that voluntarily dissolved revokes its articles of 1339
19891989 dissolution before filing a statement of termination, both of 1340
19901990 the following apply: 1341
19911991 (1) Each protected series of the series limited liability 1342
19921992 company ceases winding up. 1343
19931993 (2) Section 605.0708 applies to the series limited 1344
19941994 liability company and to each protected series of the company, 1345
19951995 in accordance with s. 605.2108. 1346
19961996 Section 31. Section 605.2601, Florida Statutes, is c reated 1347
19971997 to read: 1348
19981998 605.2601 Entity transactions involving a series limited 1349
19991999 liability company or a protected series of the company 1350
20002000
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20082008 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
20092009
20102010
20112011
20122012 restricted; definitions. —As used in ss. 605.2601 -605.2608, the 1351
20132013 term: 1352
20142014 (1) "After a merger" or "after the merger" means when a 1353
20152015 merger under s. 605.2604 becomes effective and any time 1354
20162016 thereafter. 1355
20172017 (2) "Before a merger" or "before the merger" means before 1356
20182018 a merger under s. 605.2604 becomes effective. 1357
20192019 (3) "Continuing protected series" means a protected series 1358
20202020 of a surviving series limited liability company which continues 1359
20212021 in uninterrupted existence after a merger under s. 605.2604. 1360
20222022 (4) "Merging company" means a limited liability company 1361
20232023 that is party to a merger under s. 605.2604. 1362
20242024 (5) "Non-surviving company" means a merging com pany that 1363
20252025 does not continue in existence after a merger under s. 605.2604. 1364
20262026 (6) "Relocated protected series" means a protected series 1365
20272027 of a non-surviving company which, after a merger under s. 1366
20282028 605.2604, continues in uninterrupted existence as a protected 1367
20292029 series of the surviving company. 1368
20302030 (7) "Surviving company" means a merging company that 1369
20312031 continues in existence after a merger under s. 605.2604. 1370
20322032 Section 32. Section 605.2602, Florida Statutes, is created 1371
20332033 to read: 1372
20342034 605.2602 Restrictions on entity transa ctions involving 1373
20352035 protected series.—Except as provided in ss. 605.2605(2), 1374
20362036 605.2606(2), and 605.2607(1), a protected series may not 1375
20372037
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20452045 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
20462046
20472047
20482048
20492049 participate in; be a party to; result from; or be formed, 1376
20502050 organized, established, or created by either of the following: 1377
20512051 (1) A conversion, domestication, interest exchange, or 1378
20522052 merger under this chapter or the law of a foreign jurisdiction, 1379
20532053 however the transaction is denominated under such law; or 1380
20542054 (2) A transaction with the same substantive effect as a 1381
20552055 conversion, domesticati on, interest exchange, or merger under 1382
20562056 the law of this state or a foreign jurisdiction. 1383
20572057 Section 33. Section 605.2603, Florida Statutes, is created 1384
20582058 to read: 1385
20592059 605.2603 Restrictions on entity transactions involving 1386
20602060 series limited liability company. —A series limited liability 1387
20612061 company may not: 1388
20622062 (1) Participate in; be a party to; result from; or be 1389
20632063 formed, organized, established, or created by either of the 1390
20642064 following: 1391
20652065 (a) A conversion, domestication, or interest exchange, 1392
20662066 under this chapter or the law of a foreign jurisdiction, however 1393
20672067 the transaction is denominated under such law; or 1394
20682068 (b) A transaction with the same substantive effect as a 1395
20692069 conversion, domestication, or interest exchange under the law of 1396
20702070 this state or a foreign jurisdiction. 1397
20712071 (2) Except as otherwise provided in s. 605.2604, be a 1398
20722072 party to or the surviving company of either of the following: 1399
20732073 (a) A merger under this chapter or the law of a foreign 1400
20742074
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20822082 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
20832083
20842084
20852085
20862086 jurisdiction, however a merger is denominated under such law; or 1401
20872087 (b) A transaction with the same substantive effect as a 1402
20882088 merger under the law of this state or a foreign jurisdiction. 1403
20892089 Section 34. Section 605.2604, Florida Statutes, is created 1404
20902090 to read: 1405
20912091 605.2604 Restrictions on merger. —A series limited 1406
20922092 liability company may be a party to a me rger in accordance with 1407
20932093 ss. 605.1021-605.1026, this section, and ss. 605.2605 -605.2608 1408
20942094 only if both of the following apply: 1409
20952095 (1) Each other party to the merger is a limited liability 1410
20962096 company. 1411
20972097 (2) The surviving company is not created in the merger. 1412
20982098 Section 35. Section 605.2605, Florida Statutes, is created 1413
20992099 to read: 1414
21002100 605.2605 Plan of merger. —In a merger under s. 605.2604, 1415
21012101 the plan of merger must do all of the following: 1416
21022102 (1) Comply with s. 605.1022 relating to the contents of a 1417
21032103 plan of merger of a limited liability company. 1418
21042104 (2) State in a record: 1419
21052105 (a) For any protected series of a non -surviving company, 1420
21062106 whether, after the merger, the protected series will be a 1421
21072107 relocated protected series or be dissolved, wound up, and 1422
21082108 terminated. 1423
21092109 (b) For any protected series of the surviving company 1424
21102110 which exists before the merger, whether, after the merger, the 1425
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21192119 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
21202120
21212121
21222122
21232123 protected series will be a continuing protected series or be 1426
21242124 dissolved, wound up, and terminated. 1427
21252125 (c) For each relocated protected series or continuing 1428
21262126 protected series: 1429
21272127 1. The name of any person that becomes an associated 1430
21282128 member or a protected -series transferee of the protected series 1431
21292129 after the merger, any consideration to be paid by, on behalf of, 1432
21302130 or in respect of the person, the name of the payor, an d the name 1433
21312131 of the payee; 1434
21322132 2. The name of any person whose rights or obligations in 1435
21332133 the person's capacity as an associated member or a protected -1436
21342134 series transferee will change after the merger; 1437
21352135 3. Any consideration to be paid to a person that before 1438
21362136 the merger was an associated member or a protected -series 1439
21372137 transferee of the protected series and the name of the payor; 1440
21382138 and 1441
21392139 4. If, after the merger, the protected series will be a 1442
21402140 relocated protected series, its new name. 1443
21412141 (d) For any protected series to be established by the 1444
21422142 surviving company as a result of the merger: 1445
21432143 1. The name of the protected series and the address of its 1446
21442144 principal office; 1447
21452145 2. Any protected-series transferable interest to be owned 1448
21462146 by the surviving company when the protected series is 1449
21472147 established; and 1450
21482148
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21562156 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
21572157
21582158
21592159
21602160 3. The name of and any protected -series transferable 1451
21612161 interest owned by any person that will be an associated member 1452
21622162 of the protected series when the protected series is 1453
21632163 established. 1454
21642164 (e) For any person that is an associated member of a 1455
21652165 relocated protected series and will remain a member after the 1456
21662166 merger, any amendment to the operating agreement of the 1457
21672167 surviving limited liability company which: 1458
21682168 1. Is or is proposed to be in a record; and 1459
21692169 2. Is necessary or appropriate to state the ri ghts and 1460
21702170 obligations of the person as a member of the surviving limited 1461
21712171 liability company. 1462
21722172 Section 36. Section 605.2606, Florida Statutes, is created 1463
21732173 to read: 1464
21742174 605.2606 Articles of merger. —In a merger under s. 1465
21752175 605.2604, the articles of merger must do all of the following: 1466
21762176 (1) Comply with s. 605.1025 relating to the articles of 1467
21772177 merger. 1468
21782178 (2) Include as an attachment all of the following records, 1469
21792179 each to become effective when the merger becomes effective: 1470
21802180 (a) For a protected series of a merging compa ny being 1471
21812181 terminated as a result of the merger, a statement of designation 1472
21822182 cancellation and termination signed by the non -surviving merging 1473
21832183 company. 1474
21842184 (b) For a protected series of a non -surviving company 1475
21852185
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21932193 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
21942194
21952195
21962196
21972197 which after the merger will be a relocated protected series: 1476
21982198 1. A statement of relocation signed by the non -surviving 1477
21992199 company which contains the name of the series limited liability 1478
22002200 company and the name of the protected series before and after 1479
22012201 the merger; and 1480
22022202 2. A statement of protected series designati on signed by 1481
22032203 the surviving company. 1482
22042204 (c) For a protected series being established by the 1483
22052205 surviving company as a result of the merger, a protected series 1484
22062206 designation signed by the surviving company. 1485
22072207 Section 37. Section 605.2607, Florida Statutes, is cr eated 1486
22082208 to read: 1487
22092209 605.2607 Effect of merger. —When a merger of a protected 1488
22102210 series under s. 605.2604 becomes effective, in addition to the 1489
22112211 effects stated in s. 605.1026, all of the following apply: 1490
22122212 (1) As provided in the plan of merger, each protected 1491
22132213 series of each merging series limited liability company which 1492
22142214 was established before the merger is either a relocated 1493
22152215 protected series or continuing protected series, or is 1494
22162216 dissolved, wound up, and terminated. 1495
22172217 (2) Any protected series to be established a s a result of 1496
22182218 the merger is established. 1497
22192219 (3) Any relocated protected series or continuing protected 1498
22202220 series is the same person without interruption as it was before 1499
22212221 the merger. 1500
22222222
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22302230 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
22312231
22322232
22332233
22342234 (4) All property of a relocated protected series or 1501
22352235 continuing protected ser ies continues to be vested in the 1502
22362236 protected series without transfer, reversion, or impairment. 1503
22372237 (5) All debts, obligations, and other liabilities of a 1504
22382238 relocated protected series or continuing protected series 1505
22392239 continue as debts, obligations, and other liab ilities of the 1506
22402240 relocated protected series or continuing protected series. 1507
22412241 (6) Except as otherwise provided by law or the plan of 1508
22422242 merger, all the rights, privileges, immunities, powers, and 1509
22432243 purposes of a relocated protected series or continuing protected 1510
22442244 series remain in the protected series. 1511
22452245 (7) The new name of a relocated protected series may be 1512
22462246 substituted for the former name of the relocated protected 1513
22472247 series in any pending action or proceeding. 1514
22482248 (8) To the extent provided in the plan of merger, the 1515
22492249 following apply: 1516
22502250 (a) A person becomes an associated member or a protected -1517
22512251 series transferee of a relocated protected series or continuing 1518
22522252 protected series. 1519
22532253 (b) A person becomes an associated member of a protected 1520
22542254 series established by the surviving com pany as a result of the 1521
22552255 merger. 1522
22562256 (c) Any change in the rights or obligations of a person in 1523
22572257 the person's capacity as an associated member or a protected -1524
22582258 series transferee of a relocated protected series or continuing 1525
22592259
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22672267 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
22682268
22692269
22702270
22712271 protected series takes effect. 1526
22722272 (d) Any consideration to be paid to a person that before 1527
22732273 the merger was an associated member or a protected -series 1528
22742274 transferee of a relocated protected series or continuing 1529
22752275 protected series is due. 1530
22762276 (9) Any person that is an associated member of a relocated 1531
22772277 protected series becomes a member of the surviving company, if 1532
22782278 not already a member. 1533
22792279 Section 38. Section 605.2608, Florida Statutes, is created 1534
22802280 to read: 1535
22812281 605.2608 Application of s. 605.2404 after merger. — 1536
22822282 (1) A creditor's right that existed under s. 605.2404 1537
22832283 immediately before a merger under that section may be enforced 1538
22842284 after the merger in accordance with the following provisions: 1539
22852285 (a) A creditor's right that existed immediately before the 1540
22862286 merger against the surviving company, a continuing protected 1541
22872287 series, or a relocated protected series continues without change 1542
22882288 after the merger. 1543
22892289 (b) A creditor's right that existed immediately before the 1544
22902290 merger against a non -surviving company: 1545
22912291 1. May be asserted against an asset of the non -surviving 1546
22922292 company which vested in the surviving company as a result of the 1547
22932293 merger; and 1548
22942294 2. Does not otherwise change. 1549
22952295 (c) Subject to subsection (2), the following provisions 1550
22962296
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23042304 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
23052305
23062306
23072307
23082308 apply: 1551
23092309 1. In addition to the remedy stated in paragraph (b), a 1552
23102310 creditor with a right conferred unde r s. 605.2404 which existed 1553
23112311 immediately before the merger against a non -surviving company or 1554
23122312 a relocated protected series may assert the right against: 1555
23132313 a. An asset of the surviving company, other than an asset 1556
23142314 of the non-surviving company which vested in the surviving 1557
23152315 company as a result of the merger; 1558
23162316 b. An asset of a continuing protected series; 1559
23172317 c. An asset of a protected series established by the 1560
23182318 surviving company as a result of the merger; 1561
23192319 d. If the creditor's right was against an asset of the 1562
23202320 non-surviving company, an asset of a relocated protected series; 1563
23212321 or 1564
23222322 e. If the creditor's right was against an asset of a 1565
23232323 relocated protected series, an asset of another relocated 1566
23242324 protected series. 1567
23252325 2. In addition to the remedy stated in paragraph (b), a 1568
23262326 creditor with a right that existed immediately before the merger 1569
23272327 against the surviving company or a continuing protected series 1570
23282328 may assert the right against: 1571
23292329 a. An asset of a relocated protected series; or 1572
23302330 b. An asset of a non -surviving company which vested in the 1573
23312331 surviving company as a result of the merger. 1574
23322332 (2) For the purposes of paragraph (1)(c) and s. 1575
23332333
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23412341 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
23422342
23432343
23442344
23452345 605.2404(2)(a)1., (b)1., and (c)1., the incurrence date is 1576
23462346 deemed to be the date on which the merger becomes effective. 1577
23472347 (3) A merger under s. 605 .2604 does not affect the manner 1578
23482348 in which s. 605.2404 applies to a liability incurred after the 1579
23492349 merger becomes effective. 1580
23502350 Section 39. Section 605.2701, Florida Statutes, is created 1581
23512351 to read: 1582
23522352 605.2701 Governing law; foreign series limited liability 1583
23532353 companies and foreign protected series. —The law of the governing 1584
23542354 jurisdiction of a foreign series limited liability company 1585
23552355 governs all of the following: 1586
23562356 (1) The internal affairs of a foreign protected series of 1587
23572357 the foreign series limited liability company, including the 1588
23582358 following: 1589
23592359 (a) Relations among any associated members of the foreign 1590
23602360 protected series. 1591
23612361 (b) Relations between the foreign protected series and: 1592
23622362 1. Any associated member; 1593
23632363 2. Any protected-series manager; or 1594
23642364 3. Any protected-series transferee. 1595
23652365 (c) Relations between any associated member and: 1596
23662366 1. Any protected-series manager; or 1597
23672367 2. Any protected-series transferee. 1598
23682368 (d) The rights and duties of a protected -series manager. 1599
23692369 (e) Governance decisions affecting the activities and 1600
23702370
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23782378 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
23792379
23802380
23812381
23822382 affairs of the foreign protected series and the conduct of those 1601
23832383 activities and affairs. 1602
23842384 (f) Procedures and conditions for becoming an associated 1603
23852385 member or a protected -series transferee. 1604
23862386 (2) Relations between the foreign protected series and the 1605
23872387 following: 1606
23882388 (a) The foreign series limited liability company. 1607
23892389 (b) Another foreign protected series of the foreign series 1608
23902390 limited liability company. 1609
23912391 (c) A member of the foreign series limited liability 1610
23922392 company which is not an associated member of the foreign 1611
23932393 protected series. 1612
23942394 (d) A foreign protected -series manager that is not a 1613
23952395 protected-series manager of the foreign protected series. 1614
23962396 (e) A foreign protected -series transferee that is not a 1615
23972397 foreign protected-series transferee of the foreign protected 1616
23982398 series. 1617
23992399 (f) A transferee of a transferable interest of the foreign 1618
24002400 series limited liability company. 1619
24012401 (3) Except as otherwise provided in ss. 605.2402 and 1620
24022402 605.2404, the liability of a person for a debt, an obligation, 1621
24032403 or another liability of a foreign protected series of a foreign 1622
24042404 series limited liability company if the debt, obligation, or 1623
24052405 liability is asserted solely by reason of the person being or 1624
24062406 acting as any of the following: 1625
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24152415 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
24162416
24172417
24182418
24192419 (a) An associated member, a protected -series transferee, 1626
24202420 or a protected-series manager of the foreign protected series. 1627
24212421 (b) A member of the foreign series limited liability 1628
24222422 company which is not an associated member of the foreign 1629
24232423 protected series. 1630
24242424 (c) A protected-series manager of another foreign 1631
24252425 protected series of the foreign series limited liability 1632
24262426 company. 1633
24272427 (d) A protected-series transferee of another foreign 1634
24282428 protected series of the foreign series limited liability 1635
24292429 company. 1636
24302430 (e) A manager of the foreign series limited liability 1637
24312431 company. 1638
24322432 (f) A transferee of a transferable interest of the foreign 1639
24332433 series limited liability company. 1640
24342434 (4) Except as otherwise provided in ss. 605.2402 and 1641
24352435 605.2404, the following apply: 1642
24362436 (a) The liability of the foreign series limited liability 1643
24372437 company for a debt, an obligation, or another liabi lity of a 1644
24382438 foreign protected series of the foreign series limited liability 1645
24392439 company if the debt, obligation, or liability is asserted solely 1646
24402440 by reason of the foreign protected series being a foreign 1647
24412441 protected series of the foreign series limited liability 1648
24422442 company, or the foreign protected series limited liability 1649
24432443 company: 1650
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24522452 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
24532453
24542454
24552455
24562456 1. Being or acting as a foreign protected -series manager 1651
24572457 of the foreign protected series; 1652
24582458 2. Having the foreign protected series manage the foreign 1653
24592459 series limited liability company; or 1654
24602460 3. Owning a protected -series transferable interest of the 1655
24612461 foreign protected series. 1656
24622462 (b) The liability of a foreign protected series for a 1657
24632463 debt, an obligation, or another liability of the foreign series 1658
24642464 limited liability company or another foreign prote cted series of 1659
24652465 the foreign series limited liability company, if the debt, 1660
24662466 obligation, or liability is asserted solely by reason of the 1661
24672467 foreign protected series: 1662
24682468 1. Being a foreign protected series of the foreign series 1663
24692469 limited liability company or having the foreign series limited 1664
24702470 liability company or another foreign protected series of the 1665
24712471 foreign series limited liability company be or act as a foreign 1666
24722472 protected-series manager of the foreign protected series; or 1667
24732473 2. Managing the foreign series limited l iability company 1668
24742474 or being or acting as a foreign protected -series manager of 1669
24752475 another foreign protected series of the foreign series limited 1670
24762476 liability company. 1671
24772477 Section 40. Section 605.2702, Florida Statutes, is created 1672
24782478 to read: 1673
24792479 605.2702 No attribution of activities constituting 1674
24802480 transacting business or for establishing jurisdiction. —In 1675
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24892489 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
24902490
24912491
24922492
24932493 determining whether a foreign series limited liability company 1676
24942494 or foreign protected series of the foreign series limited 1677
24952495 liability company is transacting business in this state or is 1678
24962496 subject to the personal jurisdiction of the courts in this 1679
24972497 state, the following apply: 1680
24982498 (1) The activities and affairs of the foreign series 1681
24992499 limited liability company are not attributable to a foreign 1682
25002500 protected series of the foreign series li mited liability company 1683
25012501 solely by reason of the foreign protected series being a foreign 1684
25022502 protected series of the foreign series limited liability 1685
25032503 company. 1686
25042504 (2) The activities and affairs of a foreign protected 1687
25052505 series are not attributable to the foreign se ries limited 1688
25062506 liability company or another foreign protected series of the 1689
25072507 foreign series limited liability company, solely by reason of 1690
25082508 the foreign protected series being a foreign protected series of 1691
25092509 the foreign series limited liability company. 1692
25102510 Section 41. Section 605.2703, Florida Statutes, is created 1693
25112511 to read: 1694
25122512 605.2703 Certificate of authority for foreign series 1695
25132513 limited liability company and foreign protected series; 1696
25142514 amendment of application. — 1697
25152515 (1) Except as otherwise provided in this section and 1698
25162516 subject to ss. 605.2402 and 605.2404, the laws of this state 1699
25172517 governing application by a foreign limited liability company to 1700
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25262526 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
25272527
25282528
25292529
25302530 obtain a certificate of authority to transact business in this 1701
25312531 state as required under s. 605.0902, including the effect of 1702
25322532 obtaining a certificate of authority under s. 605.0903, and the 1703
25332533 effect of failure to have a certificate of authority as 1704
25342534 described in s. 605.0904, apply to a foreign series limited 1705
25352535 liability company and to a foreign protected series of a foreign 1706
25362536 series limited liability company, as if the foreign protected 1707
25372537 series was a foreign limited liability company formed separately 1708
25382538 from the foreign series limited liability company, and distinct 1709
25392539 from the foreign series limited liability company and any other 1710
25402540 foreign protected series of the foreign series limited liability 1711
25412541 company. 1712
25422542 (2) An application by a foreign protected series of a 1713
25432543 foreign series limited liability company for a certificate of 1714
25442544 authority to transact business in this state must include all of 1715
25452545 the following: 1716
25462546 (a) The name and governing jurisdiction of the foreign 1717
25472547 series limited liability company and the foreign protected 1718
25482548 series seeking a certificate of authority, and all of the other 1719
25492549 information required under s. 605.0902, and any other 1720
25502550 information required by t he department. 1721
25512551 (b) If the company has other foreign protected series, the 1722
25522552 name, title, capacity, and street and mailing address of at 1723
25532553 least one person that has the authority to manage the foreign 1724
25542554 limited liability company and that knows the name and stre et and 1725
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25632563 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
25642564
25652565
25662566
25672567 mailing address of: 1726
25682568 1. Each other foreign protected series of the foreign 1727
25692569 series limited liability company; and 1728
25702570 2. The foreign protected -series manager of, and the 1729
25712571 registered agent for service of process on, each other foreign 1730
25722572 protected series of the foreign series limited liability 1731
25732573 company. 1732
25742574 (3) The name of a foreign protected series applying for a 1733
25752575 certificate of authority to transact business in this state must 1734
25762576 comply with ss. 605.0112 and 605.2202, which may be accomplished 1735
25772577 by using an alternate name pursuant to ss. 605.0906 and 865.09, 1736
25782578 if the alternate name complies with ss. 605.0112, 605.0906, and 1737
25792579 605.2202. 1738
25802580 (4) The requirements in s. 605.0907 relating to required 1739
25812581 information and amending of a certificate of authority apply to 1740
25822582 the information required by subsection (2). 1741
25832583 (5) Sections 605.0903 -605.0912 apply to a foreign limited 1742
25842584 liability company and to a protected series of a foreign series 1743
25852585 limited liability company applying for, amending, or withdrawing 1744
25862586 a certificate of authority to transa ct business in this state. 1745
25872587 Section 42. Section 605.2704, Florida Statutes, is created 1746
25882588 to read: 1747
25892589 605.2704 Disclosure required when a foreign series limited 1748
25902590 liability company or foreign protected series becomes a party to 1749
25912591 a proceeding.— 1750
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26002600 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
26012601
26022602
26032603
26042604 (1) Not later than 30 days after becoming a party to a 1751
26052605 proceeding before a civil, administrative, or other adjudicative 1752
26062606 tribunal of or located in this state, or a tribunal of the 1753
26072607 United States located in this state: 1754
26082608 (a) A foreign series limited liability company shall 1755
26092609 disclose to each other party the name and street and mailing 1756
26102610 address of: 1757
26112611 1. Each foreign protected series of the foreign series 1758
26122612 limited liability company; and 1759
26132613 2. Each foreign protected -series manager of and a 1760
26142614 registered agent for service of process fo r each foreign 1761
26152615 protected series of the foreign series limited liability 1762
26162616 company. 1763
26172617 (b) A foreign protected series of a foreign series limited 1764
26182618 liability company shall disclose to each other party the name 1765
26192619 and street and mailing address of: 1766
26202620 1. The foreign series limited liability company and each 1767
26212621 manager of the foreign series limited liability company and an 1768
26222622 agent for service of process for the foreign series limited 1769
26232623 liability company; and 1770
26242624 2. Any other foreign protected series of the foreign 1771
26252625 series limited liability company and each foreign protected -1772
26262626 series manager of and an agent for service of process for the 1773
26272627 other foreign protected series. 1774
26282628 (2) If a foreign series limited liability company or 1775
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26372637 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
26382638
26392639
26402640
26412641 foreign protected series challenges the personal jurisdictio n of 1776
26422642 the tribunal, the requirement that the foreign series limited 1777
26432643 liability company or foreign protected series make disclosure 1778
26442644 under subsection (1) is tolled until the tribunal determines 1779
26452645 whether it has personal jurisdiction. 1780
26462646 (3) If a foreign series li mited liability company or 1781
26472647 foreign protected series does not comply with subsection (1), a 1782
26482648 party to the proceeding may do one or both of the following: 1783
26492649 (a) Request the tribunal to treat the noncompliance as a 1784
26502650 failure to comply with the tribunal's discove ry rules. 1785
26512651 (b) Bring a separate proceeding in the court to enforce 1786
26522652 subsection (1). 1787
26532653 Section 43. Section 605.2801, Florida Statutes, is created 1788
26542654 to read: 1789
26552655 605.2801 Relation to Electronic Signatures in Global and 1790
26562656 National Commerce Act. —Section 605.1102 applies to ss. 605.2101 -1791
26572657 605.2802. 1792
26582658 Section 44. Section 605.2802, Florida Statutes, is created 1793
26592659 to read: 1794
26602660 605.2802 Effective date. — 1795
2661- (1) Beginning July 1, 2026, this chapter governs all 1796
2661+ (1) Beginning January 1, 2026, this chapter governs all 1796
26622662 domestic and foreign protected series limited liability 1797
26632663 companies and all domestic protected series and all foreign 1798
26642664 series that transact business in this state. 1799
26652665 (2) A domestic limited liability company formed before 1800
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26742674 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
26752675
26762676
26772677
2678-July 1, 2026, may not create or designate any protected series 1801
2679-before the effective date of this act. 1802
2680- Section 45. This act shall take July 1, 2026. 1803
2678+January 1, 2026, may not create or designate any protected 1801
2679+series before the effective date of this act . 1802
2680+ Section 45. This act shall take effect January 1, 2026 . 1803