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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
A bill to be entitled 1
An act relating to limited liability companies; 2
amending s. 48.062, F.S.; defining the terms 3
"registered foreign protected series of a foreign 4
series limited liability company" and "registered 5
foreign series limited liability company"; specifying 6
that certain limited liability companies are 7
considered a nonresident under certain circumstances; 8
providing for service of a summons and complaint on 9
such companies and series; specifying that such 10
service serves as notice to such companies and series; 11
amending s. 605.0103, F.S.; correcting a cross -12
reference; amending s. 605.0117, F.S.; conforming a 13
provision to changes made by the act; amending s. 14
605.0211, F.S.; revising requirements for certificates 15
of status; creating s. 605.2101, F.S.; providing a 16
short title; creating s. 605.2102, F.S.; defining 17
terms; creating s. 605.2103, F.S.; providing that a 18
protected series of a series limited liability company 19
is a person distinct from certain other entities; 20
creating s. 605.2104, F.S.; providing for powers and 21
prohibitions for protected series of series limited 22
liability companies; creating s. 605.2105, F.S.; 23
providing construction; creating s. 605.2106, F.S.; 24
providing construction regarding protected series 25
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
operating agreements; providing applicability with 26
regard to certain restrictions on limited liability 27
companies; creating s. 605.2107, F.S.; providing 28
prohibitions and authorizations relating to operating 29
agreements; creating s. 605.2108, F.S.; providing 30
applicability; creating s. 605.2201, F.S.; authorizing 31
domestic limited liability companies to establish 32
protected series; specifying requirements for 33
establishing protected series and amending protected 34
series designations; creating s. 605.2202, F.S.; 35
specifying requirements for naming a protected series; 36
creating s. 605.2203, F.S.; providing specifications 37
and requirements for the registered agent for a 38
protected series; specifying requirements relating to 39
protected series designations; specifying that a 40
registered agent is not required to distinguish 41
between certain processes, notices, demands, and 42
records unless otherwise agreed upon; creating s. 43
605.2204, F.S.; authorizing service on, and provision 44
of notice and demand to, certain limited liability 45
companies and protected series in a specified manner; 46
providing that certain notice is effective regardless 47
of whether any notice or demand identifies a person if 48
certain requirements are met; providing authorizations 49
relating to certain services and notices; providing 50
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
construction; creating s. 605.2205, F.S.; requiring 51
the Department of State to issue a certificate of 52
status under certain circumstances; specifying 53
requirements for certificates of status; providing 54
that a certificate of status may be relied upon as 55
conclusive evidence of the facts stated in the 56
certificate; creating s. 605.2206, F.S.; requiring 57
series limited liability companies and registered 58
foreign series limited liability companies to include 59
specified information in a required annual report; 60
specifying that failure to include such information 61
prevents a certificate of status from being issued; 62
creating s. 605.2301, F.S.; specifying that only 63
certain assets may be considered associated assets; 64
specifying requirements for an asset to be considered 65
an associated asset; authorizing that certain records 66
and recordkeeping be organized in a specified manner; 67
authorizing series limited liability companies or 68
protected series of such companies to hold an 69
associated asset in a specified manner; providing 70
exceptions; creating s. 605.2302, F.S.; specifying 71
requirements for becoming an associated member of a 72
protected series of a series limited liability 73
company; creating s. 605.2303, F.S.; requiring that 74
protected-series transferable interests be owned 75
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
initially by an associated member of the protected 76
series or the series limited liability company; 77
providing for ownership when a protected series of a 78
series limited liability company does not have 79
associated members upon establishment under certain 80
circumstances; authorizing series limited liability 81
companies to acquire such interests by transfer; 82
providing applicability; creating s. 605.2304, F.S.; 83
authorizing a protected series to have one or more 84
protected-series managers; specifying that if a 85
protected series does not have associated members, the 86
series limited liability company is the protected -87
series manager; providing applicability; specifying 88
that a person does not owe a duty to specified 89
entities for certain reasons; providing rights of 90
associated members; providing applicability; 91
specifying that an associate d member of a member -92
managed protected series, or a protected -series 93
manager of a manager -managed protected series, is an 94
agent for the protected series and has a specified 95
power; creating s. 605.2305, F.S.; providing rights 96
for certain persons relating to information concerning 97
protected series; providing applicability; creating s. 98
605.2401, F.S.; providing limitations on liability for 99
certain persons; creating s. 605.2402, F.S.; 100
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
specifying that certain claims are governed by 101
specified provisions; specifyi ng that the failure of 102
limited liability companies or protected series to 103
observe certain formalities is not a ground to 104
disregard a specified limitation; providing 105
applicability; creating s. 605.2403, F.S.; specifying 106
that certain provisions relating to t he provision or 107
restriction of remedies apply to certain judgment 108
creditors; creating s. 605.2404, F.S.; defining the 109
terms "enforcement date" and "incurrence date"; 110
authorizing that certain judgments be enforced in 111
accordance with specified provisions; au thorizing 112
courts to provide a specified prejudgment remedy; 113
providing that a party making a certain assertion has 114
the burden of proof in specified proceedings; 115
providing applicability; creating s. 605.2501, F.S.; 116
providing events causing the dissolution of protected 117
series of series limited liability companies; creating 118
s. 605.2502, F.S.; specifying requirements and 119
authorizations relating to dissolved protected series; 120
specifying that a series limited liability company has 121
not completed winding up until ea ch of the protected 122
series of the company has done so; creating s. 123
605.2503, F.S.; providing for the effect of 124
reinstatement of series limited liability companies 125
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
and revocation of voluntary dissolutions; creating s. 126
605.2601, F.S.; defining terms; creatin g s. 605.2602, 127
F.S.; prohibiting protected series from involvement in 128
certain transactions; creating s. 605.2603, F.S.; 129
prohibiting series limited liability companies from 130
involvement in certain transactions; creating s. 131
605.2604, F.S.; authorizing series limited liability 132
companies to be a party to a merger under certain 133
circumstances; creating s. 605.2605, F.S.; requiring 134
that plans of merger meet certain requirements; 135
creating s. 605.2606, F.S.; requiring articles of 136
merger to meet certain requirements; creating s. 137
605.2607, F.S.; providing for effects of mergers of 138
protected series; creating s. 605.2608, F.S.; 139
providing the means for enforcement of creditors' 140
rights; providing applicability of certain provisions 141
after a merger; creating s. 605.2701, F.S. ; providing 142
that the law of the governing jurisdiction of a 143
foreign series limited liability company's formation 144
governs certain aspects of the internal affairs of the 145
foreign series limited liability company; providing 146
applicability; creating s. 605.2702, F.S.; specifying 147
requirements for making a specified determination 148
relating to certain companies transacting business in 149
this state or being subject to the personal 150
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
jurisdiction of the courts in this state; creating s. 151
605.2703, F.S.; providing applicabil ity of laws of 152
this state relating to certificates of authority for 153
foreign series limited liability companies and foreign 154
protected series of such companies; requiring that an 155
application by a foreign protected series for a 156
certificate of authority includ e certain information 157
and comply with specified provisions; providing 158
applicability; creating s. 605.2704, F.S.; requiring 159
foreign series limited liability companies and foreign 160
protected series of such companies to make specified 161
disclosures; tolling such requirements under certain 162
circumstances; authorizing certain parties to make a 163
specified request or bring a separate proceeding if 164
such company or series fails to make the disclosures; 165
creating s. 605.2801, F.S.; providing applicability of 166
provisions relating to electronic signatures; creating 167
s. 605.2802, F.S.; providing construction; prohibiting 168
domestic limited liability companies from creating or 169
designating any protected series before a specified 170
date; providing an effective date. 171
172
Be It Enacted by the Legislature of the State of Florida: 173
174
Section 1. Present subsection (7) of section 48.062, 175
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Florida Statutes, is redesignated as subsection (11), a new 176
subsection (7) and subsections (8), (9), and (10) are added to 177
that section, and subsections (1) and (6) of that section are 178
amended, to read: 179
48.062 Service on a domestic limited liability company or 180
registered foreign limited liability company. — 181
(1) As used in this section, the term : 182
(a) "Registered foreign limited liability company" mean s a 183
foreign limited liability company that has an active certificate 184
of authority to transact business in this state pursuant to a 185
record filed with the Department of State. 186
(b) "Registered foreign protected series of a foreign 187
series limited liability c ompany" means a protected series of a 188
foreign series limited liability company that has an active 189
certificate of authority to transact business in this state 190
pursuant to a record filed with the Department of State. 191
(c) "Registered foreign series limited liability company" 192
means a foreign series limited liability company that has an 193
active certificate of authority to transact business in this 194
state pursuant to a record filed with the Department of State. 195
(6) A foreign limited liability company , foreign series 196
limited liability company, or foreign protected series of a 197
foreign series limited liability company engaging in business in 198
this state which is not registered is considered, for purposes 199
of service of process, a nonresident engaging in business in 200
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
this state and may be served pursuant to s. 48.181 or by order 201
of the court under s. 48.102. 202
(7) Service of a summons and complaint on a series limited 203
liability company is notice to each protected series of the 204
series limited liability company of service of the summons and 205
complaint and the contents of the complaint. 206
(8) Service of a summons and complaint on a protected 207
series of a series limited liability company is notice to the 208
series limited liability company and any other protected series 209
of the series limited liability company of service of the 210
summons and complaint and the contents of the complaint. 211
(9) Service of a summons and complaint on a registered 212
foreign series limited liability company is notice to each 213
registered foreign protected serie s of the registered foreign 214
series limited liability company of service of the summons and 215
complaint and the contents of the complaint. 216
(10) Service of a summons and complaint on a registered 217
foreign protected series of a foreign series limited liability 218
company is notice to the foreign series limited liability 219
company and to any other registered foreign protected series of 220
the foreign series limited liability company of service of the 221
summons and complaint and the contents of the complaint. 222
(11) This section does not apply to service of process on 223
insurance companies. 224
Section 2. Subsection (1) of section 605.0103, Florida 225
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Statutes, is amended to read: 226
605.0103 Knowledge; notice. — 227
(1) A person knows a fact if the person: 228
(a) Has actual knowledge of the fact; or 229
(b) Is deemed to know the fact under paragraph (4)(a) 230
(4)(b), or a law other than this chapter. 231
Section 3. Subsection (3) of section 605.0117, Florida 232
Statutes, is amended to read: 233
605.0117 Serving process, giving notice, or making a 234
demand.— 235
(3) A registered series of a foreign series limited 236
liability company may be served in the same manner as a 237
registered limited liability company. 238
Section 4. Paragraphs (c) through (g) of subsection (1) 239
and subsection (2) of secti on 605.0211, Florida Statutes, are 240
amended to read: 241
605.0211 Certificate of status. — 242
(1) The department, upon request and payment of the 243
requisite fee, shall issue a certificate of status for a limited 244
liability company if the records filed in the depa rtment show 245
that the department has accepted and filed the company's 246
articles of organization. A certificate of status must state the 247
following: 248
(c) Whether all fees and penalties due to the department 249
under this chapter have been paid. 250
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(d) Whether If the company's most recent annual report 251
required under s. 605.0212 has not been filed by the department. 252
(e) Whether If the department has administratively 253
dissolved the company or received a record notifying the 254
department that the company has been diss olved by judicial 255
action pursuant to s. 605.0705. 256
(f) Whether If the department has filed articles of 257
dissolution for the company. 258
(g) Whether If the department has accepted and filed a 259
statement of termination. 260
(2) The department, upon request and p ayment of the 261
requisite fee, shall furnish a certificate of status for a 262
foreign limited liability company if the filed records filed 263
show that the department has filed a certificate of authority 264
for that company. A certificate of status for a foreign limi ted 265
liability company must state the following: 266
(a) The foreign limited liability company's name and any 267
current alternate name adopted under s. 605.0906(1) for use in 268
this state. 269
(b) That the foreign limited liability company is 270
authorized to transact business in this state. 271
(c) Whether all fees and penalties due to the department 272
under this chapter or other law have been paid. 273
(d) Whether If the foreign limited liability company's 274
most recent annual report required under s. 605.0212 has not 275
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
been filed by the department. 276
(e) Whether If the department has: 277
1. Revoked the foreign limited liability company's 278
certificate of authority; or 279
2. Filed a notice of withdrawal of certificate of 280
authority of the foreign limited liability company . 281
Section 5. Section 605.2101, Florida Statutes, is created 282
to read: 283
605.2101 Short title. —Sections 605.2101-605.2802 may be 284
cited as the "Uniform Protected Series Provisions." 285
Section 6. Section 605.2102, Florida Statutes, is created 286
to read: 287
605.2102 Definitions.—As used in ss. 605.2101 -605.2802, 288
the term: 289
(1) "Asset" means either of the following: 290
(a) Property in which a series limited liability company 291
or a protected series has rights; or 292
(b) Property as to which the series limited liability 293
company or protected series has the power to transfer rights. 294
(2) "Associated asset" means an asset that meets the 295
requirements of s. 605.2301. 296
(3) "Associated member" means a member that meets the 297
requirements of s. 605.2302. 298
(4) "Foreign protected series" means a series, protected 299
series, protected cell, segregated account, or similar part of a 300
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
foreign limited liability company, however the part is 301
denominated, which is established under law that limits, or 302
limits if conditions specified u nder law are satisfied, the 303
liability of the part to a creditor of the foreign company or of 304
another part of the structure, regardless of whether the law 305
uses the term "protected series." 306
(5) "Foreign series limited liability company" means a 307
foreign limited liability company that has at least one foreign 308
series or protected series. 309
(6) "Non-associated asset" means either of the following: 310
(a) An asset of a series limited liability company which 311
is not an associated asset of the company; or 312
(b) An asset of a protected series of a series limited 313
liability company which is not an associated asset of the 314
protected series. 315
(7) "Person" has the same meaning as in s. 605.0102 and 316
includes a protected series, however denominated, of an entity 317
if the protected series is established under law that limits, or 318
limits if conditions specified under law are satisfied, the 319
ability of a creditor of the entity or of another protected 320
series of the entity to satisfy a claim from assets of the 321
protected series. 322
(8) "Protected series," except in the phrase "foreign 323
protected series," means a protected series established under s. 324
605.2201. 325
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(9) "Protected-series manager" means a person under whose 326
authority the powers of a protected series are exercised and 327
under whose direction the activities and affairs of the 328
protected series are managed under the operating agreement and 329
this chapter. 330
(10) "Protected-series transferable interest" means the 331
right, as initially owned by a person in the person's capacity 332
as an associated member, to receive distributions from a 333
protected series, regardless of whether the person remains a 334
member or continues to own any part of the right. The term 335
includes a fraction of an interest. 336
(11) "Protected-series transferee" means a person oth er 337
than the series limited liability company to which all or part 338
of a protected-series transferable interest of a protected 339
series of a series limited liability company has been 340
transferred. The term includes a person that owns a protected -341
series transferable interest as a result of ceasing to be an 342
associated member of a protected series. 343
(12) "Registered foreign protected series" means a 344
protected series of a foreign series limited liability company 345
that has an active certificate of authority to transa ct business 346
in this state pursuant to a record filed with the department. 347
(13) "Registered foreign series limited liability company" 348
means a foreign series limited liability company that has an 349
active certificate of authority to transact business in this 350
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
state pursuant to a record filed with the department. 351
(14) "Series limited liability company," except in the 352
phrase "foreign series limited liability company," means a 353
domestic limited liability company that has at least one 354
protected series. 355
Section 7. Section 605.2103, Florida Statutes, is created 356
to read: 357
605.2103 Nature of protected status. —A protected series of 358
a series limited liability company is a person distinct from all 359
of the following: 360
(1) The series limited liability company, subject to ss. 361
605.2104(3), 605.2501(1), and 605.2502(4). 362
(2) Another protected series of the series limited 363
liability company. 364
(3) A member of the series limited liability company, 365
regardless of whether the member is an associated member of the 366
protected series of the series limited liability company. 367
(4) A protected-series transferee of a protected series of 368
the series limited liability company. 369
(5) A transferee of a transferable interest of the series 370
limited liability company. 371
Section 8. Section 60 5.2104, Florida Statutes, is created 372
to read: 373
605.2104 Powers and duration of protected series. — 374
(1) A protected series of a series limited liability 375
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
company has the capacity to sue and be sued in its own name. 376
(2) Except as otherwise provided in sub sections (3) and 377
(4), a protected series of a series limited liability company 378
has the same powers and purposes as the series limited liability 379
company. 380
(3) A protected series of a series limited liability 381
company ceases to exist not later than when the series limited 382
liability company completes its winding up. 383
(4) A protected series of a series limited liability 384
company may not be or do, as applicable, any of the following: 385
(a) Be a member of the series limited liability company; 386
(b) Establish a protected series; or 387
(c) Except as permitted by the laws of this state other 388
than this chapter, have a purpose or power, or take an action, 389
that the laws of this state other than this chapter prohibit a 390
limited liability company from having or doing. 391
Section 9. Section 605.2105, Florida Statutes, is created 392
to read: 393
605.2105 Protected series governing law. —The laws of this 394
state govern the following: 395
(1) The internal affairs of a protected series of a series 396
limited liability company, including al l of the following: 397
(a) Relations among any associated members of the 398
protected series. 399
(b) Relations between the protected series and: 400
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
1. Any associated member; 401
2. Any protected-series manager; or 402
3. Any protected-series transferee. 403
(c) Relations between any associated member and: 404
1. Any protected-series manager; or 405
2. Any protected-series transferee. 406
(d) The rights and duties of a protected -series manager. 407
(e) Governance decisions affecting the activities and 408
affairs of the prote cted series and the conduct of those 409
activities and affairs. 410
(f) Procedures and conditions for becoming an associated 411
member or a protected -series transferee. 412
(2) The relations between a protected series of a series 413
limited liability company and each o f the following: 414
(a) The series limited liability company. 415
(b) Another protected series of the series limited 416
liability company. 417
(c) A member of the series limited liability company which 418
is not an associated member of the protected series of the 419
series limited liability company. 420
(d) A protected-series manager that is not a protected -421
series manager of the protected series. 422
(e) A protected-series transferee that is not a protected -423
series transferee of the protected series. 424
(3) The liability of a person for a debt, an obligation, 425
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
or another liability of a protected series of a series limited 426
liability company if the debt, obligation, or liability is 427
asserted solely by reason of the person being or acting as any 428
of the following: 429
(a) An associated member, protected-series transferee, or 430
protected-series manager of the protected series; 431
(b) A member of the series limited liability company which 432
is not an associated member of the protected series; 433
(c) A protected-series manager that is not a prot ected-434
series manager of the protected series; 435
(d) A protected-series transferee that is not a protected -436
series transferee of the protected series; 437
(e) A manager of the series limited liability company; or 438
(f) A transferee of a transferable interest of the series 439
limited liability company. 440
(4) The liability of a series limited liability company 441
for a debt, an obligation, or another liability of a protected 442
series of the series limited liability company if the debt, 443
obligation, or liability is assert ed solely in connection with 444
any of the following on the part of the series limited liability 445
company: 446
(a) Having delivered to the department for filing under s. 447
605.2201(2) a protected series designation pertaining to the 448
protected series or under s. 60 5.2201(4) or s. 605.2202(3) a 449
statement of designation change pertaining to the protected 450
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
series; 451
(b) Being or acting as a protected -series manager of the 452
protected series; 453
(c) Having the protected series be or act as a manager of 454
the series limited li ability company; or 455
(d) Owning a protected -series transferable interest of the 456
protected series. 457
(5) The liability of a protected series of a series 458
limited liability company for a debt, an obligation, or another 459
liability of the series limited liabili ty company or of another 460
protected series of the series limited liability company if the 461
debt, obligation, or liability is asserted solely by reason of 462
any of the following: 463
(a) The protected series: 464
1. Being a protected series of the series limited 465
liability company or having as a protected -series manager the 466
series limited liability company or another protected series of 467
the series limited liability company; or 468
2. Being or acting as a protected -series manager of 469
another protected series of the serie s limited liability company 470
or a manager of the series limited liability company; or 471
(b) The series limited liability company owning a 472
protected-series transferable interest of the protected series. 473
Section 10. Section 605.2106, Florida Statutes, is created 474
to read: 475
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
605.2106 Relation of a protected series operating 476
agreement and the protected series provisions of this chapter. — 477
(1) Except as otherwise provided in this section, and 478
subject to ss. 605.2107 and 605.2108, the operating agreement of 479
a series limited liability company governs the following: 480
(a) The internal affairs of a protected series, including 481
all of the following: 482
1. Relations among any associated members of the protected 483
series. 484
2. Relations between the protected series and: 485
a. Any associated member of the protected series; 486
b. Any protected-series manager; or 487
c. Any protected-series transferee. 488
3. Relations between any associated member and: 489
a. Any protected-series manager; or 490
b. Any protected-series transferee. 491
4. The rights and duties of a protected -series manager. 492
5. Governance decisions affecting the activities and 493
affairs of the protected series and the conduct of those 494
activities and affairs. 495
6. Procedures and conditions for becoming an associated 496
member or a protected-series transferee. 497
(b) Relations between a protected series of the series 498
limited liability company and each of the following: 499
1. The series limited liability company. 500
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2. Another protected series of the series limited 501
liability company. 502
3. The protected series, any of its protected -series 503
managers, any associated member of the protected series, or any 504
protected-series transferee of the protected series. 505
4. A person in the person's capacity as: 506
a. A member of the series limi ted liability company which 507
is not an associated member of the protected series; 508
b. A protected-series transferee or protected -series 509
manager of another protected series; or 510
c. A transferee of the series limited liability company. 511
(2) If this chapter restricts the power of an operating 512
agreement to affect a matter, the restriction applies to a 513
matter under ss. 605.2101 -605.2802 in accordance with s. 514
605.0105. 515
(3) If a law of this state other than this chapter imposes 516
a prohibition, limitation, requi rement, condition, obligation, 517
liability, or other restriction on a limited liability company; 518
a member, a manager, or another agent of a limited liability 519
company; or a transferee of a limited liability company, except 520
as otherwise provided in the laws of this state other than this 521
chapter, the restriction applies in accordance with s. 605.2108. 522
(4) Except as otherwise provided in s. 605.2107, if the 523
operating agreement of a series limited liability company does 524
not provide for a matter described in subs ection (1) in a manner 525
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authorized by ss. 605.2101 -605.2802, the matter is determined in 526
accordance with the following: 527
(a) To the extent that ss. 605.2101 -605.2802 address the 528
matter, ss. 605.2101 -605.2802 govern. 529
(b) To the extent that ss. 605.2101 -605.2802 do not 530
address the matter, this chapter governs the matter in 531
accordance with s. 605.2108. 532
Section 11. Section 605.2107, Florida Statutes, is created 533
to read: 534
605.2107 Additional limitations on operating agreements. — 535
(1) An operating agreeme nt may not vary the effect of: 536
(a) This section; 537
(b) Section 605.2103; 538
(c) Section 605.2104(1); 539
(d) Section 605.2104(2), to provide a protected series a 540
power beyond those provided in this chapter to a limited 541
liability company; 542
(e) Section 605.2104(3) or (4); 543
(f) Section 605.2105; 544
(g) Section 605.2106; 545
(h) Section 605.2108; 546
(i) Section 605.2201, except to vary the manner in which a 547
series limited liability company approves establishing a 548
protected series; 549
(j) Section 605.2202; 550
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(k) Section 605.2301; 551
(l) Section 605.2302; 552
(m) Section 605.2303(1) or (2); 553
(n) Section 605.2304(3) or (6); 554
(o) Section 605.2401, except to decrease or eliminate a 555
limitation of liability stated in that section; 556
(p) Section 605.2402; 557
(q) Section 605.2403; 558
(r) Section 605.2404; 559
(s) Section 605.2501(1), (4), and (5); 560
(t) Section 605.2502, except to designate a different 561
person to manage winding up; 562
(u) Section 605.2503; 563
(v) Sections 605.2601 -605.2608; 564
(w) Sections 605.2701 -605.2704; 565
(x) Sections 605.2801-605.2802, except to vary the person 566
that has the right to sign and deliver to the department for 567
filing a record under this chapter; or 568
(y) A provision of this chapter pertaining to: 569
1. A registered office or registered agents; or 570
2. The department, including provisions relating to 571
records authorized or required to be delivered to the department 572
for filing under this chapter. 573
(2) An operating agreement may not unreasonably restrict 574
the duties and rights conferred under s. 605.230 5 but may impose 575
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reasonable restrictions on the availability and use of 576
information obtained under that section and may provide 577
appropriate remedies, including liquidated damages, for a breach 578
of any reasonable restriction on use. 579
Section 12. Section 6 05.2108, Florida Statutes, is created 580
to read: 581
605.2108 Application of this chapter to protected series. — 582
(1) Except as otherwise provided in subsection (2) and s. 583
605.2107, the following provisions apply in the application of 584
ss. 605.2106, 605.2304(3) and (6), 605.2501(4)(a), 605.2502(1), 585
and 605.2503(2): 586
(a) A protected series of a series limited liability 587
company is deemed to be a limited liability company that is 588
formed separately from the series limited liability company and 589
is distinct from the series limited liability company and any 590
other protected series of the series limited liability company; 591
(b) An associated member of the protected series of a 592
series limited liability company is deemed to be a member of the 593
series limited liability compa ny deemed to exist under paragraph 594
(a); 595
(c) A protected-series transferee of the protected series 596
is deemed to be a transferee of the series limited liability 597
company deemed to exist under paragraph (a); 598
(d) A protected-series transferable interest of the 599
protected series is deemed to be a transferable interest of the 600
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series limited liability company deemed to exist under paragraph 601
(a); 602
(e) A protected-series manager is deemed to be a manager 603
of the series limited liability company deemed to exist und er 604
paragraph (a); 605
(f) An asset of the protected series is deemed to be an 606
asset of the series limited liability company deemed to exist 607
under paragraph (a), regardless of whether the asset is an 608
associated asset of the protected series; or 609
(g) Any creditor or other obligee of the protected series 610
is deemed to be a creditor or obligee of the series limited 611
liability company deemed to exist under paragraph (a). 612
(2) Subsection (1) does not apply if its application would 613
do either of the following: 614
(a) Contravene s. 605.0105; or 615
(b) Authorize or require the department to: 616
1. Accept for filing a type of record which this chapter 617
does not authorize or require a person to deliver to the 618
department for filing; or 619
2. Make or deliver a record that this c hapter does not 620
authorize or require the department to make or deliver. 621
(3) Except to the extent otherwise specified in ss. 622
605.2101-605.2802, the provisions of this chapter applicable to 623
limited liability companies in general and their managers, 624
members, and transferees, including, but not limited to, 625
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provisions relating to formation, powers, operation, existence, 626
management, court proceedings, and filings with the department 627
and other state or local government agencies, are applicable to 628
each series limited liability company and to each protected 629
series established pursuant to s. 605.2201. 630
Section 13. Section 605.2201, Florida Statutes, is created 631
to read: 632
605.2201 Establishment of protected series; change of 633
designation.— 634
(1) With the affirmative vote or consent of all members of 635
a limited liability company, the company may establish a 636
protected series. 637
(2) To establish a protected series, a limited liability 638
company shall deliver to the department for filing a protected 639
series designation, signed by the company, stating the name of 640
the company and the name of the protected series to be 641
established, and any other information the department requires 642
for filing. 643
(3) A protected series is established when the protected 644
series designation takes effect under s. 605.0207. 645
(4) To amend a protected series designation, a series 646
limited liability company shall deliver to the department for 647
filing a statement of designation change, signed by the company, 648
that sets forth the following: 649
(a) The name of the series limited liability company and 650
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the name of the protected series to which the change to the 651
protected series designation applies; 652
(b) Each change to the protected series designation; and 653
(c) A statement that each designation change w as approved 654
by the affirmative vote or consent of the members of the series 655
limited liability company required to make each change to the 656
protected series designation. 657
(5) Each designation change made pursuant to subsection 658
(4) takes effect when the stat ement of designation change takes 659
effect under s. 605.0207. 660
Section 14. Section 605.2202, Florida Statutes, is created 661
to read: 662
605.2202 Protected series name. — 663
(1) Except as otherwise provided in subsection (2), the 664
name of a protected series must comply with s. 605.0112. 665
(2) The name of a protected series of a series limited 666
liability company must: 667
(a) Begin with the name of the series limited liability 668
company, including any word or abbreviation required by s. 669
605.0112; and 670
(b) Contain the phrase "protected series" or the 671
abbreviation "P.S." or "PS." 672
(3) If a series limited liability company changes its 673
name, the company must deliver to the department for filing a 674
statement of designation change for each of the company's 675
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protected series, changing the name of each protected series to 676
comply with this section. 677
Section 15. Section 605.2203, Florida Statutes, is created 678
to read: 679
605.2203 Registered agent. — 680
(1) The registered agent in this state for a series 681
limited liability company is the registered agent in this state 682
for each protected series of that company. 683
(2) Before delivering a protected series designation to 684
the department for filing, a series limited liability company 685
must agree with a registered agent specifying that the ag ent 686
will serve as the registered agent in this state for that 687
company and for each protected series of that company. 688
(3) A person that signs a protected series designation 689
delivered to the department for filing affirms as a fact that 690
the series limited liability company on whose behalf the 691
designation is delivered has complied with subsection (2). 692
(4) A person that ceases to be the registered agent for a 693
series limited liability company ceases to be the registered 694
agent for each protected series of tha t company. 695
(5) A person that ceases to be the registered agent for a 696
protected series of a series limited liability company, other 697
than as a result of the termination of the protected series, 698
ceases to be the registered agent of that company and any othe r 699
protected series of that company. 700
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(6) Except as otherwise agreed upon by a series limited 701
liability company and its registered agent, the registered agent 702
is not obligated to distinguish between a process, notice, 703
demand, or other record concerning the company and a process, 704
notice, demand, or other record concerning a protected series of 705
the company. 706
Section 16. Section 605.2204, Florida Statutes, is created 707
to read: 708
605.2204 Series limited liability company; service of 709
process; giving notice or making demand.— 710
(1) Process against a series limited liability company, a 711
protected series of a series limited liability company, a 712
registered foreign series limited liability company, or a 713
registered foreign protected series of a registered foreign 714
series limited liability company, respectively, may be served in 715
the same manner as service is made on each such entity under s. 716
48.062 and chapter 48 or chapter 49. 717
(2) Any notice or demand on a series limited liability 718
company or a protected series of a se ries limited liability 719
company under this chapter may be given or made to any member of 720
a member-managed series limited liability company or to any 721
manager of a manager -managed series limited liability company; 722
to the registered agent of a series limited l iability company at 723
the registered office of the series limited liability company in 724
this state; or to any other address in this state which is the 725
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principal office in this state of the series limited liability 726
company. 727
(3) Any notice or demand on a registered foreign series 728
limited liability company or a registered foreign protected 729
series of a registered foreign series limited liability company 730
under this chapter may be given or made to any member of a 731
member-managed foreign series limited liability company or to 732
any manager of a manager -managed foreign series limited 733
liability company; to the registered agent of the registered 734
foreign series limited liability company at the registered 735
office of the registered foreign series limited liability 736
company in this state; or to the principal office address, or 737
any other address in this state which is, in fact, the principal 738
office in this state of the registered foreign series limited 739
liability company. 740
(4) This section does not affect the right to serve 741
process on, give notice to, or make a demand on a series limited 742
liability company or any protected series of a series limited 743
liability company, or to or on any foreign series limited 744
liability company or any protected series of the foreign series 745
limited liability company, in any other manner provided by law. 746
Section 17. Section 605.2205, Florida Statutes, is created 747
to read: 748
605.2205 Certificate of status for domestic or foreign 749
protected series.— 750
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(1) The department, upon request, payment of the r equisite 751
fee, and compliance with any other filing requirements of the 752
department, shall issue a certificate of status for a protected 753
series of a series limited liability company if the records 754
filed in the department show that the department has accepted 755
and filed articles of organization for the series limited 756
liability company and a protected series designation for the 757
protected series. A certificate of status for a protected series 758
of a series limited liability company must state all of the 759
following: 760
(a) The series limited liability company's name. 761
(b) The name of the protected series. 762
(c) That the series limited liability company was 763
organized under the laws of this state and the date of 764
organization. 765
(d) That the protected series was designat ed under the 766
laws of this state and the date of designation. 767
(e) Whether all fees and penalties due to the department 768
under this chapter or other law by the series limited liability 769
company and the protected series have been paid. 770
(f) Whether the serie s limited liability company's most 771
recent annual report required by s. 605.0212 has been filed by 772
the department. 773
(g) Whether the series limited liability company's most 774
recent annual report includes the name of the protected series, 775
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unless: 776
1. When the series limited liability company delivered the 777
annual report for filing, the protected series designation 778
pertaining to the protected series had not yet taken effect; or 779
2. After the series limited liability company delivered 780
the annual report for fili ng, the company delivered to the 781
department for filing a statement of designation change, which 782
changes the name of the protected series. 783
(h) Whether the department has administratively dissolved 784
the series limited liability company or received a record 785
notifying the department that the company has been dissolved by 786
judicial action pursuant to s. 605.0705. 787
(i) Whether the department has administratively dissolved 788
the protected series or received a record notifying the 789
department that the protected serie s has been dissolved by 790
judicial action pursuant to s. 605.2501(4) or (5). 791
(j) Whether the department has filed articles of 792
dissolution for the series limited liability company. 793
(k) Whether the department has filed a statement of 794
dissolution, terminati on, or relocation for the protected 795
series. 796
(2) The department, upon request, payment of the requisite 797
fee, and compliance with any other filing requirements of the 798
department, shall issue a certificate of status for a foreign 799
protected series of a forei gn series limited liability company 800
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
if the records filed in the department show that the department 801
has filed a certificate of authority for the foreign series 802
limited liability company and a certificate of authority for the 803
foreign protected series. A cer tificate of status for a 804
registered foreign protected series of a registered foreign 805
series limited liability company must state all of the 806
following: 807
(a) The foreign series limited liability company's name 808
and any current alternative name adopted under s. 605.0906(1) 809
for use in this state. 810
(b) The name of the foreign protected series and any 811
current alternative name adopted under s. 605.0906(1) for use in 812
this state. 813
(c) That the foreign series limited liability company is 814
authorized to transact busi ness in this state. 815
(d) That the foreign protected series is authorized to 816
transact business in this state. 817
(e) Whether all fees and penalties due to the department 818
under this chapter or other law by the foreign series limited 819
liability company and the foreign protected series have been 820
paid. 821
(f) Whether the foreign series limited liability company's 822
most recent annual report required by s. 605.0212 has been filed 823
by the department. 824
(g) Whether the foreign series limited liability company's 825
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most recent annual report includes the name of the foreign 826
protected series, unless: 827
1. When the foreign series limited liability company 828
delivered the annual report for filing, the foreign protected 829
series designation pertaining to the foreign protected series 830
had not yet taken effect; or 831
2. After the foreign series limited liability company 832
delivered the annual report for filing, the foreign series 833
limited liability company delivered to the department for filing 834
a statement of designation change which changes the name of the 835
foreign protected series. 836
(h) Whether the department has: 837
1. Revoked the foreign series limited liability company's 838
certificate of authority or revoked the foreign protected series 839
certificate of authority; or 840
2. Filed a notice of withdrawal of the certificate of 841
authority for the foreign series limited liability company or 842
for the foreign protected series. 843
(3) Subject to any qualification stated by the department 844
in a certificate of status, a certificate of status issued by 845
the department may be relied upon as conclusive evidence of the 846
facts stated in the certificate of status as to the active 847
status of the domestic or foreign series limited liability 848
company and any protected series of the domestic or foreign 849
limited liability company authorized to transact business in 850
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this state. 851
Section 18. Section 605.2206, Florida Statutes, is created 852
to read: 853
605.2206 Information required in annual report; failure to 854
comply.— 855
(1) In the annual report required by s. 605.0212, a series 856
limited liability company shall include the name of each 857
protected series of the company: 858
(a) For which the series limited liability company has 859
previously delivered to the department for filing a protected 860
series designation; and 861
(b) Which has not dissolved and completed winding up. 862
(2) The failure of a series limited liability company to 863
comply with subsection (1) with regard to a protected series 864
prevents issuance of a certificate of status pertaining to the 865
protected series, but does not otherw ise affect the protected 866
series. 867
(3) In the annual report required by s. 605.0212, a 868
registered foreign series limited liability company shall 869
include the name of each registered foreign protected series of 870
the registered foreign series limited liability company: 871
(a) For which the registered foreign series limited 872
liability company has previously delivered to the department for 873
filing an application for a certificate of authority to transact 874
business in this state, which has been accepted by the 875
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department; and 876
(b) Which has not withdrawn its certificate of authority 877
to transact business in this state. 878
(4) The failure of a registered foreign series limited 879
liability company to comply with subsection (3) with regard to a 880
registered foreign protected s eries prevents issuance of a 881
certificate of status pertaining to the registered foreign 882
protected series. 883
Section 19. Section 605.2301, Florida Statutes, is created 884
to read: 885
605.2301 Associated asset. — 886
(1) Only an asset of a protected series may be an 887
associated asset of the protected series. Only an asset of a 888
series limited liability company may be an associated asset of 889
the company. 890
(2)(a) An asset of a protected series of a series limited 891
liability company is an associated asset of the protect ed series 892
only if the protected series creates and maintains records that 893
state the name of the protected series and describe the asset 894
with sufficient specificity to permit a disinterested, 895
reasonable individual to: 896
1. Identify the asset and distinguish it from any other 897
asset of the protected series, any asset of the series limited 898
liability company, and any asset of any other protected series 899
of the company; 900
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2. Determine when and from which person the protected 901
series acquired the asset or how the as set otherwise became an 902
asset of the protected series; and 903
3. If the protected series acquired the asset from the 904
series limited liability company or another protected series of 905
the company, determine any consideration paid, the payor, and 906
the payee. 907
(b) A deed or other instrument granting an interest in 908
real property to or from one or more protected series of a 909
series limited liability company, or any other instrument 910
otherwise affecting an interest in real property held by one or 911
more protected series of a series limited liability company, in 912
each case to the extent such deed or other instrument is in 913
favor of a person who gives value without knowledge of the lack 914
of authority of the person signing and delivering a deed or 915
other instrument and is recor ded in the office for recording 916
transfers or other matters affecting real property, is 917
conclusive of the authority of the person signing and 918
constitutes a record that such interest in real property is an 919
associated asset or liability, as applicable, of the protected 920
series. 921
(3)(a) An asset of a series limited liability company is 922
an associated asset of the company only if the company creates 923
and maintains records that state the name of the company and 924
describe the asset with sufficient specificity to perm it a 925
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disinterested, reasonable individual to: 926
1. Identify the asset and distinguish it from any other 927
asset of the series limited liability company and any asset of 928
any protected series of the company; 929
2. Determine when and from which person the series limited 930
liability company acquired the asset or how the asset otherwise 931
became an asset of the company; and 932
3. If the series limited liability company acquired the 933
asset from a protected series of the company, determine any 934
consideration paid, the payor , and the payee. 935
(b) A deed or other instrument granting an interest in 936
real property to or from a series limited liability company, or 937
any other instrument otherwise affecting an interest in real 938
property held by a series limited liability company, in e ach 939
case to the extent such deed or other instrument is in favor of 940
a person who gives value without knowledge of the lack of 941
authority of the person signing and delivering a deed or other 942
instrument and is recorded in the office for recording transfers 943
or other matters affecting real property, is conclusive of the 944
authority of the person signing and constitutes a record that 945
such interest in real property is an associated asset or 946
liability, as applicable, of the series limited liability 947
company. 948
(4) The records and recordkeeping required by subsections 949
(2) and (3) may be organized by specific listing, category, 950
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type, quantity, or computational or allocative formula or 951
procedure, including a percentage or share of any asset, or in 952
any other reasonable man ner. 953
(5) To the extent authorized by this chapter and the laws 954
of this state other than this chapter, a series limited 955
liability company or protected series of a series limited 956
liability company may hold an associated asset directly or 957
indirectly, through a representative, nominee, or similar 958
arrangement, except for the following: 959
(a) A protected series may not hold an associated asset in 960
the name of the series limited liability company or another 961
protected series of the company; and 962
(b) A series limited liability company may not hold an 963
associated asset in the name of a protected series of the 964
company. 965
Section 20. Section 605.2302, Florida Statutes, is created 966
to read: 967
605.2302 Associated member. — 968
(1) Only a member of a series limited liab ility company 969
may be an associated member of a protected series of the 970
company. 971
(2) A member of a series limited liability company becomes 972
an associated member of a protected series of the company if the 973
operating agreement or a procedure established by the operating 974
agreement states all of the following: 975
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(a) That the member is an associated member of the 976
protected series. 977
(b) The date on which the member became an associated 978
member of the protected series. 979
(c) Any protected-series transferable inte rest the 980
associated member has in connection with becoming or being an 981
associated member of the protected series. 982
(3) If a person that is an associated member of a 983
protected series of a series limited liability company is 984
dissociated from the company, th e person ceases to be an 985
associated member of the protected series. 986
Section 21. Section 605.2303, Florida Statutes, is created 987
to read: 988
605.2303 Protected-series transferable interest. — 989
(1) A protected-series transferable interest of a 990
protected series of a series limited liability company must be 991
owned initially by an associated member of the protected series 992
or the series limited liability company. 993
(2) If a protected series of a series limited liability 994
company has no associated members when est ablished, the company 995
owns the protected-series transferable interests in the 996
protected series. 997
(3) In addition to acquiring a protected -series 998
transferable series interest under subsection (2), a series 999
limited liability company may acquire a protected -series 1000
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transferable interest through a transfer from another person or 1001
as provided in the operating agreement. 1002
(4) Except for s. 605.2108(1)(c), any provision of this 1003
chapter which applies to a protected -series transferee of a 1004
protected series of a serie s limited liability company applies 1005
to the company in its capacity as an owner of a protected -series 1006
transferable interest of the protected series. Any provision of 1007
the operating agreement of a series limited liability company 1008
which applies to a protected -series transferee of a protected 1009
series of the company applies to the company in its capacity as 1010
an owner of a protected -series transferable interest of the 1011
protected series. 1012
Section 22. Section 605.2304, Florida Statutes, is created 1013
to read: 1014
605.2304 Management.— 1015
(1) A protected series may have one or more protected -1016
series managers. 1017
(2) If a protected series has no associated members, the 1018
series limited liability company is the protected -series 1019
manager. 1020
(3) Section 605.2108 applies to the deter mination of any 1021
duties of a protected -series manager of a protected series to 1022
each of the following: 1023
(a) The protected series. 1024
(b) Any associated member of the protected series. 1025
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(c) Any protected-series transferee of the protected 1026
series. 1027
(4) Solely by reason of being or acting as a protected -1028
series manager of a protected series, a person owes no duty to 1029
any of the following: 1030
(a) The series limited liability company. 1031
(b) Another protected series of the series limited 1032
liability company. 1033
(c) Another person in that person's capacity as: 1034
1. A member of the series limited liability company which 1035
is not an associated member of the protected series; 1036
2. A protected-series transferee or protected -series 1037
manager of another protected series; or 1038
3. A transferee of the series limited liability company. 1039
(5) An associated member of a protected series of a series 1040
limited liability company has the same rights as any other 1041
member of the company to vote on or consent to an amendment to 1042
the company's operating agreement or any other matter being 1043
decided by the members, regardless of whether the amendment or 1044
matter affects the interests of the protected series or the 1045
associated member. 1046
(6) The right of a member to maintain a derivative action 1047
to enforce a right of a limited liability company pursuant to s. 1048
605.0802 applies to each of the following: 1049
(a) An associated member of a protected series, in 1050
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accordance with s. 605.2108. 1051
(b) A member of a series limited liability company, in 1052
accordance with s. 605.2108. 1053
(7) An associated member of a member -managed protected 1054
series is an agent for the protected series with power to bind 1055
the protected series to the same extent that a member of a 1056
member-managed limited liability company is an agent for the 1057
company with power to bind the company under s. 605.04074(1)(a). 1058
A protected-series manager of a manager -managed protected series 1059
is an agent for the protected series with power to bind the 1060
protected series to the same extent that a manager of a manager -1061
managed limited liability company is an agent for the company 1062
with power to bind the company under s. 605.04074(2)(b). 1063
Section 23. Section 605.2305, Florida Statutes, is created 1064
to read: 1065
605.2305 Right of a person that is not an associated 1066
member of a protected series to information of a protected 1067
series.— 1068
(1) A member of a series limited liability company which 1069
is not an associated member of a protected series of the company 1070
has a right to information concerning the protected series to 1071
the same extent, in the same manner, and under the same 1072
conditions that a member that is not a manager of a manager -1073
managed limited liability company has a right to information of 1074
the company under s. 605.0410(1) and (3)(b). 1075
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(2) A person that was formerly an associated mem ber of a 1076
protected series has a right to information concerning the 1077
protected series to the same extent, in the same manner, and 1078
under the same conditions that a person dissociated as a member 1079
of a manager-managed limited liability company has a right to 1080
information concerning the limited liability company under s. 1081
605.0410(4) or other applicable law. 1082
(3) If an associated member of a protected series dies, 1083
the legal representative of the deceased associated member has a 1084
right to information concerning the protected series to the same 1085
extent, in the same manner, and under the same conditions that 1086
the legal representative of a deceased member of a limited 1087
liability company has a right to information concerning the 1088
company under ss. 605.0410(9) and 605.0504. 1089
(4) A protected-series manager of a protected series has a 1090
right to information concerning the protected series to the same 1091
extent, in the same manner, and under the same conditions that a 1092
manager of a manager -managed limited liability company has a 1093
right to information concerning the company under s. 1094
605.0410(3)(a). 1095
(5) The court-ordered inspection provisions of s. 605.0411 1096
apply to the information rights regarding series limited 1097
liability companies and protected series of such companies. 1098
Section 24. Section 605.2401, Florida Statutes, is created 1099
to read: 1100
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605.2401 Limitations on liability. — 1101
(1) A person is not liable, directly or indirectly, by way 1102
of contribution or otherwise, for a debt, an obligation, or 1103
another liability of either of the fol lowing: 1104
(a) A protected series of a series limited liability 1105
company solely by reason of being or acting as: 1106
1. An associated member, protected -series manager, or 1107
protected-series transferee of the protected series; or 1108
2. A member, manager, or transf eree of the company; or 1109
(b) A series limited liability company solely by reason of 1110
being or acting as an associated member, protected -series 1111
manager, or protected -series transferee of a protected series of 1112
the company. 1113
(2) Subject to s. 605.2404, the f ollowing apply: 1114
(a) A debt, an obligation, or another liability of a 1115
series limited liability company is solely the debt, obligation, 1116
or liability of the company. 1117
(b) A debt, an obligation, or another liability of a 1118
protected series is solely the debt, obligation, or liability of 1119
the protected series. 1120
(c) A series limited liability company is not liable, 1121
directly or indirectly, by way of contribution or otherwise, for 1122
a debt, an obligation, or another liability of a protected 1123
series of the company sol ely by reason of the protected series 1124
being a protected series of the company, or the series limited 1125
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liability company: 1126
1. Being or acting as a protected -series manager of the 1127
protected series; 1128
2. Having the protected series manage the series limited 1129
liability company; or 1130
3. Owning a protected -series transferable interest of the 1131
protected series. 1132
(d) A protected series of a series limited liability 1133
company is not liable, directly or indirectly, by way of 1134
contribution or otherwise, for a debt, an obl igation, or another 1135
liability of the company or another protected series of the 1136
company solely by reason of: 1137
1. Being a protected series of the series limited 1138
liability company; 1139
2. Being or acting as a manager of the series limited 1140
liability company or a protected-series manager of another 1141
protected series of the company; or 1142
3. Having the series limited liability company or another 1143
protected series of the company be or act as a protected -series 1144
manager of the protected series. 1145
Section 25. Section 605.2402, Florida Statutes, is created 1146
to read: 1147
605.2402 Claim seeking to disregard limitation of 1148
liability.— 1149
(1) Except as otherwise provided in subsection (2), a 1150
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claim seeking to disregard a limitation in s. 605.2401 is 1151
governed by the principles of law and equity, including a 1152
principle providing a right to a creditor or holding a person 1153
liable for a debt, an obligation, or another liability of 1154
another person, which would apply if each protected series of a 1155
series limited liability company were a limi ted liability 1156
company formed separately from the series limited liability 1157
company and distinct from the series limited liability company 1158
and any other protected series of the series limited liability 1159
company. 1160
(2) The failure of a limited liability company or a 1161
protected series to observe formalities relating to the exercise 1162
of its powers or management of its activities and affairs is not 1163
a ground to disregard a limitation in s. 605.2401(1) but may be 1164
a ground to disregard a limitation in s. 605.2401 (2). 1165
(3) This section applies to a claim seeking to disregard a 1166
limitation of liability applicable to a foreign series limited 1167
liability company or foreign protected series and comparable to 1168
a limitation stated in s. 605.2401, if either of the following 1169
applies: 1170
(a) The claimant is a resident of this state, transacting 1171
business in this state, or authorized to transact business in 1172
this state; or 1173
(b) The claim is to establish or enforce a liability 1174
arising under law of this state other than this chapter or from 1175
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an act or omission in this state. 1176
Section 26. Section 605.2403, Florida Statutes, is created 1177
to read: 1178
605.2403 Remedies of judgment creditor of associated 1179
member or other holder of a protected -series transferee.—The 1180
provisions of s. 605.0503 providing or restricting remedies 1181
available to a judgment creditor of a member or transferee of a 1182
limited liability company apply to a judgment creditor of either 1183
or both of the following: 1184
(1) An associated member or other holder of a protected -1185
series transferable interest in a protected series of a series 1186
limited liability company or a foreign series limited liability 1187
company. 1188
(2) A series limited liability company, to the extent the 1189
company owns a protected -series transferable interest of a 1190
protected series. 1191
Section 27. Section 605.2404, Florida Statutes, is created 1192
to read: 1193
605.2404 Enforcement of claim against non -associated 1194
asset.— 1195
(1) For the purposes of this section, the term: 1196
(a) "Enforcement date" means 12:01 a.m. on the date on 1197
which a claimant first serves process on a series limited 1198
liability company or protected series in an action seeking to 1199
enforce a claim against an asset of the company or protected 1200
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series by attachment, levy, or similar means under this section. 1201
(b) "Incurrence date," subject to s. 605.2608(2), means 1202
the date on which a series limited liability company or 1203
protected series of the company incurred the liability giving 1204
rise to a claim that a claimant seeks to enforce under this 1205
section. 1206
(2) If a claim against a series limited liability company 1207
or a protected series of the company has been reduced to 1208
judgment, in addition to any other remedy provided by law or 1209
equity, the judgment may be enforced in accordance with the 1210
following: 1211
(a) A judgment against the seri es limited liability 1212
company may be enforced against an asset of a protected series 1213
of the company if the asset: 1214
1. Was a non-associated asset of the protected series on 1215
the incurrence date; or 1216
2. Is a non-associated asset of the protected series on 1217
the enforcement date. 1218
(b) A judgment against a protected series may be enforced 1219
against an asset of the series limited liability company if the 1220
asset: 1221
1. Was a non-associated asset of the series limited 1222
liability company on the incurrence date; or 1223
2. Is a non-associated asset of the series limited 1224
liability company on the enforcement date. 1225
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(c) A judgment against a protected series may be enforced 1226
against an asset of another protected series of the series 1227
limited liability company if the asset: 1228
1. Was a non-associated asset of the other protected 1229
series on the incurrence date; or 1230
2. Is a non-associated asset of the other protected series 1231
on the enforcement date. 1232
(3) In addition to any other remedy provided by law or 1233
equity, if a claim against a se ries limited liability company or 1234
a protected series has not been reduced to a judgment and law 1235
other than this chapter permits a prejudgment remedy by 1236
attachment, levy, or similar means, the court may apply 1237
subsection (2) as a prejudgment remedy. 1238
(4) In a proceeding under this section, the party 1239
asserting that an asset is or was an associated asset of a 1240
series limited liability company or a protected series of the 1241
series limited liability company has the burden of proof on the 1242
issue. 1243
(5) This section applies to an asset of a foreign series 1244
limited liability company or foreign protected series if all of 1245
the following apply: 1246
(a) The asset is real or tangible property located in this 1247
state. 1248
(b) The claimant is a resident of this state or is 1249
transacting business or authorized to transact business in this 1250
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state, or the claim under this section is to enforce a judgment, 1251
or to seek a prejudgment remedy, pertaining to a liability 1252
arising from the law of this state other than this chapter or an 1253
act or omission in this state. 1254
(c) The asset is not identified in the records of the 1255
foreign series limited liability company or foreign protected 1256
series in a manner comparable to the manner required by s. 1257
605.2301. 1258
Section 28. Section 605.2501, Florida Statutes, is created 1259
to read: 1260
605.2501 Events causing dissolution of protected series. —A 1261
protected series of a series limited liability company is 1262
dissolved, and its activities and affairs must be wound up, upon 1263
the occurrence of any of the following: 1264
(1) Dissolution of the series limited liability company. 1265
(2) Occurrence of an event or a circumstance that the 1266
operating agreement states causes dissolution of the protected 1267
series. 1268
(3) Affirmative vote or consent of all associated members 1269
of the protected serie s. 1270
(4) Entry by the court of an order dissolving the 1271
protected series on application by an associated member or a 1272
protected-series manager of the protected series: 1273
(a) In accordance with s. 605.2108; and 1274
(b) To the same extent, in the same manner, an d on the 1275
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same grounds the court would enter an order dissolving a limited 1276
liability company on application by a member or manager of the 1277
limited liability company pursuant to s. 605.0702. 1278
(5) Entry by the court of an order dissolving the 1279
protected series on application by the series limited liability 1280
company or a member or manager of the series limited liability 1281
company: 1282
(a) In accordance with s. 605.2108; and 1283
(b) To the same extent, in the same manner, and on the 1284
same grounds the court would enter an order dissolving a limited 1285
liability company on application by a member or manager of the 1286
limited liability company pursuant to s. 605.0702. 1287
(6) Automatic or involuntary dissolution of the series 1288
limited liability company that established the protected series. 1289
(7) The filing of a statement of administrative 1290
dissolution of the limited liability company or a protected 1291
series of the company by the department pursuant to s. 605.0714. 1292
Section 29. Section 605.2502, Florida Statutes, is created 1293
to read: 1294
605.2502 Winding up dissolved protected series. — 1295
(1) Subject to subsections (2) and (3) and in accordance 1296
with s. 605.2108, the following apply: 1297
(a) A dissolved protected series shall wind up its 1298
activities and affairs in the same manner that a dissol ved 1299
limited liability company winds up its activities and affairs 1300
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under s. 605.0709, subject to the same requirements and 1301
conditions, and with the same effects. 1302
(b) Judicial supervision or another judicial remedy is 1303
available in the winding up of the pro tected series to the same 1304
extent, in the same manner, under the same conditions, and with 1305
the same effects that apply under s. 605.0709(5). 1306
(2) When a protected series of a series limited liability 1307
company dissolves, the company may deliver to the depart ment for 1308
filing its articles of protected series dissolution stating the 1309
name of the series limited liability company and the protected 1310
series and that the protected series is dissolved. The filing of 1311
the articles of dissolution by the department has the s ame 1312
effect with regard to the protected series as the filing by a 1313
limited liability company of articles of dissolution with the 1314
department under s. 605.0707. 1315
(3) When a protected series of a series limited liability 1316
company has completed winding up in ac cordance with s. 605.0709, 1317
the company that established the protected series may deliver to 1318
the department for filing a statement of designation 1319
cancellation, stating all of the following: 1320
(a) The name of the company and the protected series. 1321
(b) That the protected series is terminated with the 1322
effective date of the termination if that date is not the date 1323
of filing of the statement of designation cancellation. 1324
(c) Any other information required by the department. 1325
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(4) The filing of the statement of designation 1326
cancellation by the department has the same effect as the filing 1327
by the department of a statement of termination under s. 1328
605.0709(7). 1329
(5) A series limited liability company has not completed 1330
its winding up until each of the protected series of the company 1331
has completed its winding up. 1332
Section 30. Section 605.2503, Florida Statutes, is created 1333
to read: 1334
605.2503 Effects of reinstatement of series limited 1335
liability company; revocation of voluntary dissolution. —If a 1336
series limited liability company that has been administratively 1337
dissolved is reinstated, or if a series limited liability 1338
company that voluntarily dissolved revokes its articles of 1339
dissolution before filing a statement of termination, both of 1340
the following apply: 1341
(1) Each protected series of the series limited liability 1342
company ceases winding up. 1343
(2) Section 605.0708 applies to the series limited 1344
liability company and to each protected series of the company, 1345
in accordance with s. 605.2108. 1346
Section 31. Section 605.2601, Flo rida Statutes, is created 1347
to read: 1348
605.2601 Entity transactions involving a series limited 1349
liability company or a protected series of the company 1350
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restricted; definitions. —As used in ss. 605.2601 -605.2608, the 1351
term: 1352
(1) "After a merger" or "after the me rger" means when a 1353
merger under s. 605.2604 becomes effective and any time 1354
thereafter. 1355
(2) "Before a merger" or "before the merger" means before 1356
a merger under s. 605.2604 becomes effective. 1357
(3) "Continuing protected series" means a protected series 1358
of a surviving series limited liability company which continues 1359
in uninterrupted existence after a merger under s. 605.2604. 1360
(4) "Merging company" means a limited liability company 1361
that is party to a merger under s. 605.2604. 1362
(5) "Non-surviving company" means a merging company that 1363
does not continue in existence after a merger under s. 605.2604. 1364
(6) "Relocated protected series" means a protected series 1365
of a non-surviving company which, after a merger under s. 1366
605.2604, continues in uninterrupted existen ce as a protected 1367
series of the surviving company. 1368
(7) "Surviving company" means a merging company that 1369
continues in existence after a merger under s. 605.2604. 1370
Section 32. Section 605.2602, Florida Statutes, is created 1371
to read: 1372
605.2602 Restrictio ns on entity transactions involving 1373
protected series.—Except as provided in ss. 605.2605(2), 1374
605.2606(2), and 605.2607(1), a protected series may not 1375
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participate in; be a party to; result from; or be formed, 1376
organized, established, or created by either of the following: 1377
(1) A conversion, domestication, interest exchange, or 1378
merger under this chapter or the law of a foreign jurisdiction, 1379
however the transaction is denominated under such law; or 1380
(2) A transaction with the same substantive effect as a 1381
conversion, domestication, interest exchange, or merger under 1382
the law of this state or a foreign jurisdiction. 1383
Section 33. Section 605.2603, Florida Statutes, is created 1384
to read: 1385
605.2603 Restrictions on entity transactions involving 1386
series limited liabi lity company.—A series limited liability 1387
company may not: 1388
(1) Participate in; be a party to; result from; or be 1389
formed, organized, established, or created by either of the 1390
following: 1391
(a) A conversion, domestication, or interest exchange, 1392
under this chapter or the law of a foreign jurisdiction, however 1393
the transaction is denominated under such law; or 1394
(b) A transaction with the same substantive effect as a 1395
conversion, domestication, or interest exchange under the law of 1396
this state or a foreign jurisdic tion. 1397
(2) Except as otherwise provided in s. 605.2604, be a 1398
party to or the surviving company of either of the following: 1399
(a) A merger under this chapter or the law of a foreign 1400
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jurisdiction, however a merger is denominated under such law; or 1401
(b) A transaction with the same substantive effect as a 1402
merger under the law of this state or a foreign jurisdiction. 1403
Section 34. Section 605.2604, Florida Statutes, is created 1404
to read: 1405
605.2604 Restrictions on merger. —A series limited 1406
liability company may be a party to a merger in accordance with 1407
ss. 605.1021-605.1026, this section, and ss. 605.2605 -605.2608 1408
only if both of the following apply: 1409
(1) Each other party to the merger is a limited liability 1410
company. 1411
(2) The surviving company is not created in the merger. 1412
Section 35. Section 605.2605, Florida Statutes, is created 1413
to read: 1414
605.2605 Plan of merger. —In a merger under s. 605.2604, 1415
the plan of merger must do all of the following: 1416
(1) Comply with s. 605.1022 relating to the contents of a 1417
plan of merger of a limited liability company. 1418
(2) State in a record: 1419
(a) For any protected series of a non -surviving company, 1420
whether, after the merger, the protected series will be a 1421
relocated protected series or be dissolved, wound up, and 1422
terminated. 1423
(b) For any protected series of the surviving company 1424
which exists before the merger, whether, after the merger, the 1425
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protected series will be a continuing protected series or be 1426
dissolved, wound up, and terminated. 1427
(c) For each relocated protected s eries or continuing 1428
protected series: 1429
1. The name of any person that becomes an associated 1430
member or a protected -series transferee of the protected series 1431
after the merger, any consideration to be paid by, on behalf of, 1432
or in respect of the person, the n ame of the payor, and the name 1433
of the payee; 1434
2. The name of any person whose rights or obligations in 1435
the person's capacity as an associated member or a protected -1436
series transferee will change after the merger; 1437
3. Any consideration to be paid to a pers on that before 1438
the merger was an associated member or a protected -series 1439
transferee of the protected series and the name of the payor; 1440
and 1441
4. If, after the merger, the protected series will be a 1442
relocated protected series, its new name. 1443
(d) For any protected series to be established by the 1444
surviving company as a result of the merger: 1445
1. The name of the protected series and the address of its 1446
principal office; 1447
2. Any protected-series transferable interest to be owned 1448
by the surviving company when the protected series is 1449
established; and 1450
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
3. The name of and any protected -series transferable 1451
interest owned by any person that will be an associated member 1452
of the protected series when the protected series is 1453
established. 1454
(e) For any person that is an as sociated member of a 1455
relocated protected series and will remain a member after the 1456
merger, any amendment to the operating agreement of the 1457
surviving limited liability company which: 1458
1. Is or is proposed to be in a record; and 1459
2. Is necessary or appropr iate to state the rights and 1460
obligations of the person as a member of the surviving limited 1461
liability company. 1462
Section 36. Section 605.2606, Florida Statutes, is created 1463
to read: 1464
605.2606 Articles of merger. —In a merger under s. 1465
605.2604, the article s of merger must do all of the following: 1466
(1) Comply with s. 605.1025 relating to the articles of 1467
merger. 1468
(2) Include as an attachment all of the following records, 1469
each to become effective when the merger becomes effective: 1470
(a) For a protected serie s of a merging company being 1471
terminated as a result of the merger, a statement of designation 1472
cancellation and termination signed by the non -surviving merging 1473
company. 1474
(b) For a protected series of a non -surviving company 1475
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
which after the merger will be a relocated protected series: 1476
1. A statement of relocation signed by the non -surviving 1477
company which contains the name of the series limited liability 1478
company and the name of the protected series before and after 1479
the merger; and 1480
2. A statement of protec ted series designation signed by 1481
the surviving company. 1482
(c) For a protected series being established by the 1483
surviving company as a result of the merger, a protected series 1484
designation signed by the surviving company. 1485
Section 37. Section 605.2607, Flo rida Statutes, is created 1486
to read: 1487
605.2607 Effect of merger. —When a merger of a protected 1488
series under s. 605.2604 becomes effective, in addition to the 1489
effects stated in s. 605.1026, all of the following apply: 1490
(1) As provided in the plan of merger, each protected 1491
series of each merging series limited liability company which 1492
was established before the merger is either a relocated 1493
protected series or continuing protected series, or is 1494
dissolved, wound up, and terminated. 1495
(2) Any protected series to b e established as a result of 1496
the merger is established. 1497
(3) Any relocated protected series or continuing protected 1498
series is the same person without interruption as it was before 1499
the merger. 1500
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(4) All property of a relocated protected series or 1501
continuing protected series continues to be vested in the 1502
protected series without transfer, reversion, or impairment. 1503
(5) All debts, obligations, and other liabilities of a 1504
relocated protected series or continuing protected series 1505
continue as debts, obligations, and other liabilities of the 1506
relocated protected series or continuing protected series. 1507
(6) Except as otherwise provided by law or the plan of 1508
merger, all the rights, privileges, immunities, powers, and 1509
purposes of a relocated protected series or contin uing protected 1510
series remain in the protected series. 1511
(7) The new name of a relocated protected series may be 1512
substituted for the former name of the relocated protected 1513
series in any pending action or proceeding. 1514
(8) To the extent provided in the plan of merger, the 1515
following apply: 1516
(a) A person becomes an associated member or a protected -1517
series transferee of a relocated protected series or continuing 1518
protected series. 1519
(b) A person becomes an associated member of a protected 1520
series established by th e surviving company as a result of the 1521
merger. 1522
(c) Any change in the rights or obligations of a person in 1523
the person's capacity as an associated member or a protected -1524
series transferee of a relocated protected series or continuing 1525
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
protected series takes effect. 1526
(d) Any consideration to be paid to a person that before 1527
the merger was an associated member or a protected -series 1528
transferee of a relocated protected series or continuing 1529
protected series is due. 1530
(9) Any person that is an associated member of a relocated 1531
protected series becomes a member of the surviving company, if 1532
not already a member. 1533
Section 38. Section 605.2608, Florida Statutes, is created 1534
to read: 1535
605.2608 Application of s. 605.2404 after merger. — 1536
(1) A creditor's right that existed under s. 605.2404 1537
immediately before a merger under that section may be enforced 1538
after the merger in accordance with the following provisions: 1539
(a) A creditor's right that existed immediately before the 1540
merger against the surviving company, a cont inuing protected 1541
series, or a relocated protected series continues without change 1542
after the merger. 1543
(b) A creditor's right that existed immediately before the 1544
merger against a non -surviving company: 1545
1. May be asserted against an asset of the non -surviving 1546
company which vested in the surviving company as a result of the 1547
merger; and 1548
2. Does not otherwise change. 1549
(c) Subject to subsection (2), the following provisions 1550
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
apply: 1551
1. In addition to the remedy stated in paragraph (b), a 1552
creditor with a righ t conferred under s. 605.2404 which existed 1553
immediately before the merger against a non -surviving company or 1554
a relocated protected series may assert the right against: 1555
a. An asset of the surviving company, other than an asset 1556
of the non-surviving company which vested in the surviving 1557
company as a result of the merger; 1558
b. An asset of a continuing protected series; 1559
c. An asset of a protected series established by the 1560
surviving company as a result of the merger; 1561
d. If the creditor's right was against a n asset of the 1562
non-surviving company, an asset of a relocated protected series; 1563
or 1564
e. If the creditor's right was against an asset of a 1565
relocated protected series, an asset of another relocated 1566
protected series. 1567
2. In addition to the remedy stated in p aragraph (b), a 1568
creditor with a right that existed immediately before the merger 1569
against the surviving company or a continuing protected series 1570
may assert the right against: 1571
a. An asset of a relocated protected series; or 1572
b. An asset of a non -surviving company which vested in the 1573
surviving company as a result of the merger. 1574
(2) For the purposes of paragraph (1)(c) and s. 1575
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
605.2404(2)(a)1., (b)1., and (c)1., the incurrence date is 1576
deemed to be the date on which the merger becomes effective. 1577
(3) A merger under s. 605.2604 does not affect the manner 1578
in which s. 605.2404 applies to a liability incurred after the 1579
merger becomes effective. 1580
Section 39. Section 605.2701, Florida Statutes, is created 1581
to read: 1582
605.2701 Governing law; foreign series limite d liability 1583
companies and foreign protected series. —The law of the governing 1584
jurisdiction of a foreign series limited liability company 1585
governs all of the following: 1586
(1) The internal affairs of a foreign protected series of 1587
the foreign series limited lia bility company, including the 1588
following: 1589
(a) Relations among any associated members of the foreign 1590
protected series. 1591
(b) Relations between the foreign protected series and: 1592
1. Any associated member; 1593
2. Any protected-series manager; or 1594
3. Any protected-series transferee. 1595
(c) Relations between any associated member and: 1596
1. Any protected-series manager; or 1597
2. Any protected-series transferee. 1598
(d) The rights and duties of a protected -series manager. 1599
(e) Governance decisions affecting the acti vities and 1600
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
affairs of the foreign protected series and the conduct of those 1601
activities and affairs. 1602
(f) Procedures and conditions for becoming an associated 1603
member or a protected -series transferee. 1604
(2) Relations between the foreign protected series and the 1605
following: 1606
(a) The foreign series limited liability company. 1607
(b) Another foreign protected series of the foreign series 1608
limited liability company. 1609
(c) A member of the foreign series limited liability 1610
company which is not an associated member of the foreign 1611
protected series. 1612
(d) A foreign protected -series manager that is not a 1613
protected-series manager of the foreign protected series. 1614
(e) A foreign protected -series transferee that is not a 1615
foreign protected-series transferee of the foreign prot ected 1616
series. 1617
(f) A transferee of a transferable interest of the foreign 1618
series limited liability company. 1619
(3) Except as otherwise provided in ss. 605.2402 and 1620
605.2404, the liability of a person for a debt, an obligation, 1621
or another liability of a for eign protected series of a foreign 1622
series limited liability company if the debt, obligation, or 1623
liability is asserted solely by reason of the person being or 1624
acting as any of the following: 1625
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(a) An associated member, a protected -series transferee, 1626
or a protected-series manager of the foreign protected series. 1627
(b) A member of the foreign series limited liability 1628
company which is not an associated member of the foreign 1629
protected series. 1630
(c) A protected-series manager of another foreign 1631
protected series of the foreign series limited liability 1632
company. 1633
(d) A protected-series transferee of another foreign 1634
protected series of the foreign series limited liability 1635
company. 1636
(e) A manager of the foreign series limited liability 1637
company. 1638
(f) A transferee of a transferable interest of the foreign 1639
series limited liability company. 1640
(4) Except as otherwise provided in ss. 605.2402 and 1641
605.2404, the following apply: 1642
(a) The liability of the foreign series limited liability 1643
company for a debt, an obligation, or another liability of a 1644
foreign protected series of the foreign series limited liability 1645
company if the debt, obligation, or liability is asserted solely 1646
by reason of the foreign protected series being a foreign 1647
protected series of the foreign series limit ed liability 1648
company, or the foreign protected series limited liability 1649
company: 1650
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
1. Being or acting as a foreign protected -series manager 1651
of the foreign protected series; 1652
2. Having the foreign protected series manage the foreign 1653
series limited liabilit y company; or 1654
3. Owning a protected -series transferable interest of the 1655
foreign protected series. 1656
(b) The liability of a foreign protected series for a 1657
debt, an obligation, or another liability of the foreign series 1658
limited liability company or another foreign protected series of 1659
the foreign series limited liability company, if the debt, 1660
obligation, or liability is asserted solely by reason of the 1661
foreign protected series: 1662
1. Being a foreign protected series of the foreign series 1663
limited liability com pany or having the foreign series limited 1664
liability company or another foreign protected series of the 1665
foreign series limited liability company be or act as a foreign 1666
protected-series manager of the foreign protected series; or 1667
2. Managing the foreign se ries limited liability company 1668
or being or acting as a foreign protected -series manager of 1669
another foreign protected series of the foreign series limited 1670
liability company. 1671
Section 40. Section 605.2702, Florida Statutes, is created 1672
to read: 1673
605.2702 No attribution of activities constituting 1674
transacting business or for establishing jurisdiction. —In 1675
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
determining whether a foreign series limited liability company 1676
or foreign protected series of the foreign series limited 1677
liability company is transacting bu siness in this state or is 1678
subject to the personal jurisdiction of the courts in this 1679
state, the following apply: 1680
(1) The activities and affairs of the foreign series 1681
limited liability company are not attributable to a foreign 1682
protected series of the for eign series limited liability company 1683
solely by reason of the foreign protected series being a foreign 1684
protected series of the foreign series limited liability 1685
company. 1686
(2) The activities and affairs of a foreign protected 1687
series are not attributable to the foreign series limited 1688
liability company or another foreign protected series of the 1689
foreign series limited liability company, solely by reason of 1690
the foreign protected series being a foreign protected series of 1691
the foreign series limited liability comp any. 1692
Section 41. Section 605.2703, Florida Statutes, is created 1693
to read: 1694
605.2703 Certificate of authority for foreign series 1695
limited liability company and foreign protected series; 1696
amendment of application. — 1697
(1) Except as otherwise provided in thi s section and 1698
subject to ss. 605.2402 and 605.2404, the laws of this state 1699
governing application by a foreign limited liability company to 1700
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
obtain a certificate of authority to transact business in this 1701
state as required under s. 605.0902, including the eff ect of 1702
obtaining a certificate of authority under s. 605.0903, and the 1703
effect of failure to have a certificate of authority as 1704
described in s. 605.0904, apply to a foreign series limited 1705
liability company and to a foreign protected series of a foreign 1706
series limited liability company, as if the foreign protected 1707
series was a foreign limited liability company formed separately 1708
from the foreign series limited liability company, and distinct 1709
from the foreign series limited liability company and any other 1710
foreign protected series of the foreign series limited liability 1711
company. 1712
(2) An application by a foreign protected series of a 1713
foreign series limited liability company for a certificate of 1714
authority to transact business in this state must include all of 1715
the following: 1716
(a) The name and governing jurisdiction of the foreign 1717
series limited liability company and the foreign protected 1718
series seeking a certificate of authority, and all of the other 1719
information required under s. 605.0902, and any other 1720
information required by the department. 1721
(b) If the company has other foreign protected series, the 1722
name, title, capacity, and street and mailing address of at 1723
least one person that has the authority to manage the foreign 1724
limited liability company and that knows the name and street and 1725
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
mailing address of: 1726
1. Each other foreign protected series of the foreign 1727
series limited liability company; and 1728
2. The foreign protected -series manager of, and the 1729
registered agent for service of process on, each other foreign 1730
protected series of the foreign series limited liability 1731
company. 1732
(3) The name of a foreign protected series applying for a 1733
certificate of authority to transact business in this state must 1734
comply with ss. 605.0112 and 605.2202, which may be accomplished 1735
by using an alternate name pursuant to ss. 605.0906 and 865.09, 1736
if the alternate name complies with ss. 605.0112, 605.0906, and 1737
605.2202. 1738
(4) The requirements in s. 605.0907 relating to required 1739
information and amending of a certificate of authority apply to 1740
the information required by subsection (2). 1741
(5) Sections 605.0903 -605.0912 apply to a foreign limited 1742
liability company and to a protected series of a foreign series 1743
limited liability company applying for, amending, or withdrawing 1744
a certificate of autho rity to transact business in this state. 1745
Section 42. Section 605.2704, Florida Statutes, is created 1746
to read: 1747
605.2704 Disclosure required when a foreign series limited 1748
liability company or foreign protected series becomes a party to 1749
a proceeding.— 1750
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(1) Not later than 30 days after becoming a party to a 1751
proceeding before a civil, administrative, or other adjudicative 1752
tribunal of or located in this state, or a tribunal of the 1753
United States located in this state: 1754
(a) A foreign series limited liability company shall 1755
disclose to each other party the name and street and mailing 1756
address of: 1757
1. Each foreign protected series of the foreign series 1758
limited liability company; and 1759
2. Each foreign protected -series manager of and a 1760
registered agent for service of process for each foreign 1761
protected series of the foreign series limited liability 1762
company. 1763
(b) A foreign protected series of a foreign series limited 1764
liability company shall disclose to each other party the name 1765
and street and mailing address of: 1766
1. The foreign series limited liability company and each 1767
manager of the foreign series limited liability company and an 1768
agent for service of process for the foreign series limited 1769
liability company; and 1770
2. Any other foreign protected series of the foreign 1771
series limited liability company and each foreign protected -1772
series manager of and an agent for service of process for the 1773
other foreign protected series. 1774
(2) If a foreign series limited liability company or 1775
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
foreign protected series challenges the person al jurisdiction of 1776
the tribunal, the requirement that the foreign series limited 1777
liability company or foreign protected series make disclosure 1778
under subsection (1) is tolled until the tribunal determines 1779
whether it has personal jurisdiction. 1780
(3) If a foreign series limited liability company or 1781
foreign protected series does not comply with subsection (1), a 1782
party to the proceeding may do one or both of the following: 1783
(a) Request the tribunal to treat the noncompliance as a 1784
failure to comply with the trib unal's discovery rules. 1785
(b) Bring a separate proceeding in the court to enforce 1786
subsection (1). 1787
Section 43. Section 605.2801, Florida Statutes, is created 1788
to read: 1789
605.2801 Relation to Electronic Signatures in Global and 1790
National Commerce Act. —Section 605.1102 applies to ss. 605.2101 -1791
605.2802. 1792
Section 44. Section 605.2802, Florida Statutes, is created 1793
to read: 1794
605.2802 Effective date. — 1795
(1) Beginning July 1, 2026, this chapter governs all 1796
domestic and foreign protected series limited liabilit y 1797
companies and all domestic protected series and all foreign 1798
series that transact business in this state. 1799
(2) A domestic limited liability company formed before 1800
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
July 1, 2026, may not create or designate any protected series 1801
before the effective date of this act. 1802
Section 45. This act shall take July 1, 2026. 1803