Florida Senate Bill S0316 Introduced / Bill

 Florida Senate - 2025 SB 316  By Senator Berman 26-00254B-25 2025316__ 1 A bill to be entitled 2 An act relating to limited liability companies; 3 amending s. 48.062, F.S.; defining the terms 4 registered foreign protected series of a foreign 5 series limited liability company and registered 6 foreign series limited liability company; specifying 7 that certain limited liability companies are 8 considered a nonresident under certain circumstances; 9 providing for service of a summons and complaint on 10 such companies and series; specifying that such 11 service serves as notice to such companies and series; 12 amending s. 605.0103, F.S.; correcting a cross 13 reference; amending s. 605.0117, F.S.; conforming a 14 provision to changes made by the act; amending s. 15 605.0211, F.S.; revising requirements for certificates 16 of status; creating s. 605.2101, F.S.; providing a 17 short title; creating s. 605.2102, F.S.; defining 18 terms; creating s. 605.2103, F.S.; providing that a 19 protected series of a series limited liability company 20 is a person distinct from certain other entities; 21 creating s. 605.2104, F.S.; providing for powers and 22 prohibitions for protected series of series limited 23 liability companies; creating s. 605.2105, F.S.; 24 providing construction; creating s. 605.2106, F.S.; 25 providing construction regarding protected series 26 operating agreements; providing applicability with 27 regard to certain restrictions on limited liability 28 companies; creating s. 605.2107, F.S.; providing 29 prohibitions and authorizations relating to operating 30 agreements; creating s. 605.2108, F.S.; providing 31 applicability; creating s. 605.2201, F.S.; authorizing 32 domestic limited liability companies to establish 33 protected series; specifying requirements for 34 establishing protected series and amending protected 35 series designations; creating s. 605.2202, F.S.; 36 specifying requirements for naming a protected series; 37 creating s. 605.2203, F.S.; providing specifications 38 and requirements for the registered agent for a 39 protected series; specifying requirements relating to 40 protected series designations; specifying that a 41 registered agent is not required to distinguish 42 between certain processes, notices, demands, and 43 records unless otherwise agreed upon; creating s. 44 605.2204, F.S.; authorizing service on, and provision 45 of notice and demand to, certain limited liability 46 companies and protected series in a specified manner; 47 providing that certain notice is effective regardless 48 of whether any notice or demand identifies a person if 49 certain requirements are met; providing authorizations 50 relating to certain services and notices; providing 51 construction; creating s. 605.2205, F.S.; requiring 52 the Department of State to issue a certificate of 53 status under certain circumstances; specifying 54 requirements for certificates of status; providing 55 that a certificate of status may be relied upon as 56 conclusive evidence of the facts stated in the 57 certificate; creating s. 605.2206, F.S.; requiring 58 series limited liability companies and registered 59 foreign series limited liability companies to include 60 specified information in a required annual report; 61 specifying that failure to include such information 62 prevents a certificate of status from being issued; 63 creating s. 605.2301, F.S.; specifying that only 64 certain assets may be considered associated assets; 65 specifying requirements for an asset to be considered 66 an associated asset; authorizing that certain records 67 and recordkeeping be organized in a specified manner; 68 authorizing series limited liability companies or 69 protected series of such companies to hold an 70 associated asset in a specified manner; providing 71 exceptions; creating s. 605.2302, F.S.; specifying 72 requirements for becoming an associated member of a 73 protected series of a series limited liability 74 company; creating s. 605.2303, F.S.; requiring that 75 protected-series transferable interests be owned 76 initially by an associated member of the protected 77 series or the series limited liability company; 78 providing for ownership when a protected series of a 79 series limited liability company does not have 80 associated members upon establishment under certain 81 circumstances; authorizing series limited liability 82 companies to acquire such interests by transfer; 83 providing applicability; creating s. 605.2304, F.S.; 84 authorizing a protected series to have one or more 85 protected-series managers; specifying that if a 86 protected series does not have associated members, the 87 series limited liability company is the protected 88 series manager; providing applicability; specifying 89 that a person does not owe a duty to specified 90 entities for certain reasons; providing rights of 91 associated members; providing applicability; 92 specifying that an associated member of a member 93 managed protected series, or a protected-series 94 manager of a manager-managed protected series, is an 95 agent for the protected series and has a specified 96 power; creating s. 605.2305, F.S.; providing rights 97 for certain persons relating to information concerning 98 protected series; providing applicability; creating s. 99 605.2401, F.S.; providing limitations on liability for 100 certain persons; creating s. 605.2402, F.S.; 101 specifying that certain claims are governed by 102 specified provisions; specifying that the failure of 103 limited liability companies or protected series to 104 observe certain formalities is not a ground to 105 disregard a specified limitation; providing 106 applicability; creating s. 605.2403, F.S.; specifying 107 that certain provisions relating to the provision or 108 restriction of remedies apply to certain judgment 109 creditors; creating s. 605.2404, F.S.; defining the 110 terms enforcement date and incurrence date; 111 authorizing that certain judgments be enforced in 112 accordance with specified provisions; authorizing 113 courts to provide a specified prejudgment remedy; 114 providing that a party making a certain assertion has 115 the burden of proof in specified proceedings; 116 providing applicability; creating s. 605.2501, F.S.; 117 providing events causing the dissolution of protected 118 series of series limited liability companies; creating 119 s. 605.2502, F.S.; specifying requirements and 120 authorizations relating to dissolved protected series; 121 specifying that a series limited liability company has 122 not completed winding up until each of the protected 123 series of the company has done so; creating s. 124 605.2503, F.S.; providing for the effect of 125 reinstatement of series limited liability companies 126 and revocation of voluntary dissolutions; creating s. 127 605.2601, F.S.; defining terms; creating s. 605.2602, 128 F.S.; prohibiting protected series from involvement in 129 certain transactions; creating s. 605.2603, F.S.; 130 prohibiting series limited liability companies from 131 involvement in certain transactions; creating s. 132 605.2604, F.S.; authorizing series limited liability 133 companies to be a party to a merger under certain 134 circumstances; creating s. 605.2605, F.S.; requiring 135 that plans of merger meet certain requirements; 136 creating s. 605.2606, F.S.; requiring articles of 137 merger to meet certain requirements; creating s. 138 605.2607, F.S.; providing for effects of mergers of 139 protected series; creating s. 605.2608, F.S.; 140 providing the means for enforcement of creditors 141 rights; providing applicability of certain provisions 142 after a merger; creating s. 605.2701, F.S.; providing 143 that the law of the governing jurisdiction of a 144 foreign series limited liability companys formation 145 governs certain aspects of the internal affairs of the 146 foreign series limited liability company; providing 147 applicability; creating s. 605.2702, F.S.; specifying 148 requirements for making a specified determination 149 relating to certain companies transacting business in 150 this state or being subject to the personal 151 jurisdiction of the courts in this state; creating s. 152 605.2703, F.S.; providing applicability of laws of 153 this state relating to certificates of authority for 154 foreign series limited liability companies and foreign 155 protected series of such companies; requiring that an 156 application by a foreign protected series for a 157 certificate of authority include certain information 158 and comply with specified provisions; providing 159 applicability; creating s. 605.2704, F.S.; requiring 160 foreign series limited liability companies and foreign 161 protected series of such companies to make specified 162 disclosures; tolling such requirements under certain 163 circumstances; authorizing certain parties to make a 164 specified request or bring a separate proceeding if 165 such company or series fails to make the disclosures; 166 creating s. 605.2801, F.S.; providing applicability of 167 provisions relating to electronic signatures; creating 168 s. 605.2802, F.S.; providing construction; prohibiting 169 domestic limited liability companies from creating or 170 designating any protected series before a specified 171 date; providing an effective date. 172 173 Be It Enacted by the Legislature of the State of Florida: 174 175 Section 1.Present subsection (7) of section 48.062, 176 Florida Statutes, is redesignated as subsection (11), a new 177 subsection (7) and subsections (8), (9), and (10) are added to 178 that section, and subsections (1) and (6) of that section are 179 amended, to read: 180 48.062Service on a domestic limited liability company or 181 registered foreign limited liability company. 182 (1)As used in this section, the term: 183 (a)Registered foreign limited liability company means a 184 foreign limited liability company that has an active certificate 185 of authority to transact business in this state pursuant to a 186 record filed with the Department of State. 187 (b)Registered foreign protected series of a foreign 188 series limited liability company means a protected series of a 189 foreign series limited liability company that has an active 190 certificate of authority to transact business in this state 191 pursuant to a record filed with the Department of State. 192 (c)Registered foreign series limited liability company 193 means a foreign series limited liability company that has an 194 active certificate of authority to transact business in this 195 state pursuant to a record filed with the Department of State. 196 (6)A foreign limited liability company, foreign series 197 limited liability company, or foreign protected series of a 198 foreign series limited liability company engaging in business in 199 this state which is not registered is considered, for purposes 200 of service of process, a nonresident engaging in business in 201 this state and may be served pursuant to s. 48.181 or by order 202 of the court under s. 48.102. 203 (7)Service of a summons and complaint on a series limited 204 liability company is notice to each protected series of the 205 series limited liability company of service of the summons and 206 complaint and the contents of the complaint. 207 (8)Service of a summons and complaint on a protected 208 series of a series limited liability company is notice to the 209 series limited liability company and any other protected series 210 of the series limited liability company of service of the 211 summons and complaint and the contents of the complaint. 212 (9)Service of a summons and complaint on a registered 213 foreign series limited liability company is notice to each 214 registered foreign protected series of the registered foreign 215 series limited liability company of service of the summons and 216 complaint and the contents of the complaint. 217 (10)Service of a summons and complaint on a registered 218 foreign protected series of a foreign series limited liability 219 company is notice to the foreign series limited liability 220 company and to any other registered foreign protected series of 221 the foreign series limited liability company of service of the 222 summons and complaint and the contents of the complaint. 223 (11)This section does not apply to service of process on 224 insurance companies. 225 Section 2.Subsection (1) of section 605.0103, Florida 226 Statutes, is amended to read: 227 605.0103Knowledge; notice. 228 (1)A person knows a fact if the person: 229 (a)Has actual knowledge of the fact; or 230 (b)Is deemed to know the fact under paragraph (4)(a) 231 (4)(b), or a law other than this chapter. 232 Section 3.Subsection (3) of section 605.0117, Florida 233 Statutes, is amended to read: 234 605.0117Serving process, giving notice, or making a 235 demand. 236 (3)A registered series of a foreign series limited 237 liability company may be served in the same manner as a 238 registered limited liability company. 239 Section 4.Paragraphs (c) through (g) of subsection (1) and 240 subsection (2) of section 605.0211, Florida Statutes, are 241 amended to read: 242 605.0211Certificate of status. 243 (1)The department, upon request and payment of the 244 requisite fee, shall issue a certificate of status for a limited 245 liability company if the records filed in the department show 246 that the department has accepted and filed the companys 247 articles of organization. A certificate of status must state the 248 following: 249 (c)Whether all fees and penalties due to the department 250 under this chapter have been paid. 251 (d)Whether If the companys most recent annual report 252 required under s. 605.0212 has not been filed by the department. 253 (e)Whether If the department has administratively 254 dissolved the company or received a record notifying the 255 department that the company has been dissolved by judicial 256 action pursuant to s. 605.0705. 257 (f)Whether If the department has filed articles of 258 dissolution for the company. 259 (g)Whether If the department has accepted and filed a 260 statement of termination. 261 (2)The department, upon request and payment of the 262 requisite fee, shall furnish a certificate of status for a 263 foreign limited liability company if the filed records filed 264 show that the department has filed a certificate of authority 265 for that company. A certificate of status for a foreign limited 266 liability company must state the following: 267 (a)The foreign limited liability companys name and any 268 current alternate name adopted under s. 605.0906(1) for use in 269 this state. 270 (b)That the foreign limited liability company is 271 authorized to transact business in this state. 272 (c)Whether all fees and penalties due to the department 273 under this chapter or other law have been paid. 274 (d)Whether If the foreign limited liability companys most 275 recent annual report required under s. 605.0212 has not been 276 filed by the department. 277 (e)Whether If the department has: 278 1.Revoked the foreign limited liability companys 279 certificate of authority; or 280 2.Filed a notice of withdrawal of certificate of authority 281 of the foreign limited liability company. 282 Section 5.Section 605.2101, Florida Statutes, is created 283 to read: 284 605.2101Short title.Sections 605.2101-605.2802 may be 285 cited as the Uniform Protected Series Provisions. 286 Section 6.Section 605.2102, Florida Statutes, is created 287 to read: 288 605.2102Definitions.As used in ss. 605.2101-605.2802, the 289 term: 290 (1)Asset means either of the following: 291 (a)Property in which a series limited liability company or 292 a protected series has rights; or 293 (b)Property as to which the series limited liability 294 company or protected series has the power to transfer rights. 295 (2)Associated asset means an asset that meets the 296 requirements of s. 605.2301. 297 (3)Associated member means a member that meets the 298 requirements of s. 605.2302. 299 (4)Foreign protected series means a series, protected 300 series, protected cell, segregated account, or similar part of a 301 foreign limited liability company, however the part is 302 denominated, which is established under law that limits, or 303 limits if conditions specified under law are satisfied, the 304 liability of the part to a creditor of the foreign company or of 305 another part of the structure, regardless of whether the law 306 uses the term protected series. 307 (5)Foreign series limited liability company means a 308 foreign limited liability company that has at least one foreign 309 series or protected series. 310 (6)Non-associated asset means either of the following: 311 (a)An asset of a series limited liability company which is 312 not an associated asset of the company; or 313 (b)An asset of a protected series of a series limited 314 liability company which is not an associated asset of the 315 protected series. 316 (7)Person has the same meaning as in s. 605.0102 and 317 includes a protected series, however denominated, of an entity 318 if the protected series is established under law that limits, or 319 limits if conditions specified under law are satisfied, the 320 ability of a creditor of the entity or of another protected 321 series of the entity to satisfy a claim from assets of the 322 protected series. 323 (8)Protected series, except in the phrase foreign 324 protected series, means a protected series established under s. 325 605.2201. 326 (9)Protected-series manager means a person under whose 327 authority the powers of a protected series are exercised and 328 under whose direction the activities and affairs of the 329 protected series are managed under the operating agreement and 330 this chapter. 331 (10)Protected-series transferable interest means the 332 right, as initially owned by a person in the persons capacity 333 as an associated member, to receive distributions from a 334 protected series, regardless of whether the person remains a 335 member or continues to own any part of the right. The term 336 includes a fraction of an interest. 337 (11)Protected-series transferee means a person other 338 than the series limited liability company to which all or part 339 of a protected-series transferable interest of a protected 340 series of a series limited liability company has been 341 transferred. The term includes a person that owns a protected 342 series transferable interest as a result of ceasing to be an 343 associated member of a protected series. 344 (12)Registered foreign protected series means a 345 protected series of a foreign series limited liability company 346 that has an active certificate of authority to transact business 347 in this state pursuant to a record filed with the department. 348 (13)Registered foreign series limited liability company 349 means a foreign series limited liability company that has an 350 active certificate of authority to transact business in this 351 state pursuant to a record filed with the department. 352 (14)Series limited liability company, except in the 353 phrase foreign series limited liability company, means a 354 domestic limited liability company that has at least one 355 protected series. 356 Section 7.Section 605.2103, Florida Statutes, is created 357 to read: 358 605.2103Nature of protected status.A protected series of 359 a series limited liability company is a person distinct from all 360 of the following: 361 (1)The series limited liability company, subject to ss. 362 605.2104(3), 605.2501(1), and 605.2502(4). 363 (2)Another protected series of the series limited 364 liability company. 365 (3)A member of the series limited liability company, 366 regardless of whether the member is an associated member of the 367 protected series of the series limited liability company. 368 (4)A protected-series transferee of a protected series of 369 the series limited liability company. 370 (5)A transferee of a transferable interest of the series 371 limited liability company. 372 Section 8.Section 605.2104, Florida Statutes, is created 373 to read: 374 605.2104Powers and duration of protected series. 375 (1)A protected series of a series limited liability 376 company has the capacity to sue and be sued in its own name. 377 (2)Except as otherwise provided in subsections (3) and 378 (4), a protected series of a series limited liability company 379 has the same powers and purposes as the series limited liability 380 company. 381 (3)A protected series of a series limited liability 382 company ceases to exist not later than when the series limited 383 liability company completes its winding up. 384 (4)A protected series of a series limited liability 385 company may not be or do, as applicable, any of the following: 386 (a)Be a member of the series limited liability company; 387 (b)Establish a protected series; or 388 (c)Except as permitted by the laws of this state other 389 than this chapter, have a purpose or power, or take an action, 390 that the laws of this state other than this chapter prohibit a 391 limited liability company from having or doing. 392 Section 9.Section 605.2105, Florida Statutes, is created 393 to read: 394 605.2105Protected series governing law.The laws of this 395 state govern the following: 396 (1)The internal affairs of a protected series of a series 397 limited liability company, including all of the following: 398 (a)Relations among any associated members of the protected 399 series. 400 (b)Relations between the protected series and: 401 1.Any associated member; 402 2.Any protected-series manager; or 403 3.Any protected-series transferee. 404 (c)Relations between any associated member and: 405 1.Any protected-series manager; or 406 2.Any protected-series transferee. 407 (d)The rights and duties of a protected-series manager. 408 (e)Governance decisions affecting the activities and 409 affairs of the protected series and the conduct of those 410 activities and affairs. 411 (f)Procedures and conditions for becoming an associated 412 member or a protected-series transferee. 413 (2)The relations between a protected series of a series 414 limited liability company and each of the following: 415 (a)The series limited liability company. 416 (b)Another protected series of the series limited 417 liability company. 418 (c)A member of the series limited liability company which 419 is not an associated member of the protected series of the 420 series limited liability company. 421 (d)A protected-series manager that is not a protected 422 series manager of the protected series. 423 (e)A protected-series transferee that is not a protected 424 series transferee of the protected series. 425 (3)The liability of a person for a debt, an obligation, or 426 another liability of a protected series of a series limited 427 liability company if the debt, obligation, or liability is 428 asserted solely by reason of the person being or acting as any 429 of the following: 430 (a)An associated member, protected-series transferee, or 431 protected-series manager of the protected series; 432 (b)A member of the series limited liability company which 433 is not an associated member of the protected series; 434 (c)A protected-series manager that is not a protected 435 series manager of the protected series; 436 (d)A protected-series transferee that is not a protected 437 series transferee of the protected series; 438 (e)A manager of the series limited liability company; or 439 (f)A transferee of a transferable interest of the series 440 limited liability company. 441 (4)The liability of a series limited liability company for 442 a debt, an obligation, or another liability of a protected 443 series of the series limited liability company if the debt, 444 obligation, or liability is asserted solely in connection with 445 any of the following on the part of the series limited liability 446 company: 447 (a)Having delivered to the department for filing under s. 448 605.2201(2) a protected series designation pertaining to the 449 protected series or under s. 605.2201(4) or s. 605.2202(3) a 450 statement of designation change pertaining to the protected 451 series; 452 (b)Being or acting as a protected-series manager of the 453 protected series; 454 (c)Having the protected series be or act as a manager of 455 the series limited liability company; or 456 (d)Owning a protected-series transferable interest of the 457 protected series. 458 (5)The liability of a protected series of a series limited 459 liability company for a debt, an obligation, or another 460 liability of the series limited liability company or of another 461 protected series of the series limited liability company if the 462 debt, obligation, or liability is asserted solely by reason of 463 any of the following: 464 (a)The protected series: 465 1.Being a protected series of the series limited liability 466 company or having as a protected-series manager the series 467 limited liability company or another protected series of the 468 series limited liability company; or 469 2.Being or acting as a protected-series manager of another 470 protected series of the series limited liability company or a 471 manager of the series limited liability company; or 472 (b)The series limited liability company owning a 473 protected-series transferable interest of the protected series. 474 Section 10.Section 605.2106, Florida Statutes, is created 475 to read: 476 605.2106Relation of a protected series operating agreement 477 and the protected series provisions of this chapter. 478 (1)Except as otherwise provided in this section, and 479 subject to ss. 605.2107 and 605.2108, the operating agreement of 480 a series limited liability company governs the following: 481 (a)The internal affairs of a protected series, including 482 all of the following: 483 1.Relations among any associated members of the protected 484 series. 485 2.Relations between the protected series and: 486 a.Any associated member of the protected series; 487 b.Any protected-series manager; or 488 c.Any protected-series transferee. 489 3.Relations between any associated member and: 490 a.Any protected-series manager; or 491 b.Any protected-series transferee. 492 4.The rights and duties of a protected-series manager. 493 5.Governance decisions affecting the activities and 494 affairs of the protected series and the conduct of those 495 activities and affairs. 496 6.Procedures and conditions for becoming an associated 497 member or a protected-series transferee. 498 (b)Relations between a protected series of the series 499 limited liability company and each of the following: 500 1.The series limited liability company. 501 2.Another protected series of the series limited liability 502 company. 503 3.The protected series, any of its protected-series 504 managers, any associated member of the protected series, or any 505 protected-series transferee of the protected series. 506 4.A person in the persons capacity as: 507 a.A member of the series limited liability company which 508 is not an associated member of the protected series; 509 b.A protected-series transferee or protected-series 510 manager of another protected series; or 511 c.A transferee of the series limited liability company. 512 (2)If this chapter restricts the power of an operating 513 agreement to affect a matter, the restriction applies to a 514 matter under ss. 605.2101-605.2802 in accordance with s. 515 605.0105. 516 (3)If a law of this state other than this chapter imposes 517 a prohibition, limitation, requirement, condition, obligation, 518 liability, or other restriction on a limited liability company; 519 a member, a manager, or another agent of a limited liability 520 company; or a transferee of a limited liability company, except 521 as otherwise provided in the laws of this state other than this 522 chapter, the restriction applies in accordance with s. 605.2108. 523 (4)Except as otherwise provided in s. 605.2107, if the 524 operating agreement of a series limited liability company does 525 not provide for a matter described in subsection (1) in a manner 526 authorized by ss. 605.2101-605.2802, the matter is determined in 527 accordance with the following: 528 (a)To the extent that ss. 605.2101-605.2802 address the 529 matter, ss. 605.2101-605.2802 govern. 530 (b)To the extent that ss. 605.2101-605.2802 do not address 531 the matter, this chapter governs the matter in accordance with 532 s. 605.2108. 533 Section 11.Section 605.2107, Florida Statutes, is created 534 to read: 535 605.2107Additional limitations on operating agreements. 536 (1)An operating agreement may not vary the effect of: 537 (a)This section; 538 (b)Section 605.2103; 539 (c)Section 605.2104(1); 540 (d)Section 605.2104(2), to provide a protected series a 541 power beyond those provided in this chapter to a limited 542 liability company; 543 (e)Section 605.2104(3) or (4); 544 (f)Section 605.2105; 545 (g)Section 605.2106; 546 (h)Section 605.2108; 547 (i)Section 605.2201, except to vary the manner in which a 548 series limited liability company approves establishing a 549 protected series; 550 (j)Section 605.2202; 551 (k)Section 605.2301; 552 (l)Section 605.2302; 553 (m)Section 605.2303(1) or (2); 554 (n)Section 605.2304(3) or (6); 555 (o)Section 605.2401, except to decrease or eliminate a 556 limitation of liability stated in that section; 557 (p)Section 605.2402; 558 (q)Section 605.2403; 559 (r)Section 605.2404; 560 (s)Section 605.2501(1), (4), and (5); 561 (t)Section 605.2502, except to designate a different 562 person to manage winding up; 563 (u)Section 605.2503; 564 (v)Sections 605.2601-605.2608; 565 (w)Sections 605.2701-605.2704; 566 (x)Sections 605.2801-605.2802, except to vary the person 567 that has the right to sign and deliver to the department for 568 filing a record under this chapter; or 569 (y)A provision of this chapter pertaining to: 570 1.A registered office or registered agents; or 571 2.The department, including provisions relating to records 572 authorized or required to be delivered to the department for 573 filing under this chapter. 574 (2)An operating agreement may not unreasonably restrict 575 the duties and rights conferred under s. 605.2305 but may impose 576 reasonable restrictions on the availability and use of 577 information obtained under that section and may provide 578 appropriate remedies, including liquidated damages, for a breach 579 of any reasonable restriction on use. 580 Section 12.Section 605.2108, Florida Statutes, is created 581 to read: 582 605.2108Application of this chapter to protected series. 583 (1)Except as otherwise provided in subsection (2) and s. 584 605.2107, the following provisions apply in the application of 585 ss. 605.2106, 605.2304(3) and (6), 605.2501(4)(a), 605.2502(1), 586 and 605.2503(2): 587 (a)A protected series of a series limited liability 588 company is deemed to be a limited liability company that is 589 formed separately from the series limited liability company and 590 is distinct from the series limited liability company and any 591 other protected series of the series limited liability company; 592 (b)An associated member of the protected series of a 593 series limited liability company is deemed to be a member of the 594 series limited liability company deemed to exist under paragraph 595 (a); 596 (c)A protected-series transferee of the protected series 597 is deemed to be a transferee of the series limited liability 598 company deemed to exist under paragraph (a); 599 (d)A protected-series transferable interest of the 600 protected series is deemed to be a transferable interest of the 601 series limited liability company deemed to exist under paragraph 602 (a); 603 (e)A protected-series manager is deemed to be a manager of 604 the series limited liability company deemed to exist under 605 paragraph (a); 606 (f)An asset of the protected series is deemed to be an 607 asset of the series limited liability company deemed to exist 608 under paragraph (a), regardless of whether the asset is an 609 associated asset of the protected series; or 610 (g)Any creditor or other obligee of the protected series 611 is deemed to be a creditor or obligee of the series limited 612 liability company deemed to exist under paragraph (a). 613 (2)Subsection (1) does not apply if its application would 614 do either of the following: 615 (a)Contravene s. 605.0105; or 616 (b)Authorize or require the department to: 617 1.Accept for filing a type of record which this chapter 618 does not authorize or require a person to deliver to the 619 department for filing; or 620 2.Make or deliver a record that this chapter does not 621 authorize or require the department to make or deliver. 622 (3)Except to the extent otherwise specified in ss. 623 605.2101-605.2802, the provisions of this chapter applicable to 624 limited liability companies in general and their managers, 625 members, and transferees, including, but not limited to, 626 provisions relating to formation, powers, operation, existence, 627 management, court proceedings, and filings with the department 628 and other state or local government agencies, are applicable to 629 each series limited liability company and to each protected 630 series established pursuant to s. 605.2201. 631 Section 13.Section 605.2201, Florida Statutes, is created 632 to read: 633 605.2201Establishment of protected series; change of 634 designation. 635 (1)With the affirmative vote or consent of all members of 636 a limited liability company, the company may establish a 637 protected series. 638 (2)To establish a protected series, a limited liability 639 company shall deliver to the department for filing a protected 640 series designation, signed by the company, stating the name of 641 the company and the name of the protected series to be 642 established, and any other information the department requires 643 for filing. 644 (3)A protected series is established when the protected 645 series designation takes effect under s. 605.0207. 646 (4)To amend a protected series designation, a series 647 limited liability company shall deliver to the department for 648 filing a statement of designation change, signed by the company, 649 that sets forth the following: 650 (a)The name of the series limited liability company and 651 the name of the protected series to which the change to the 652 protected series designation applies; 653 (b)Each change to the protected series designation; and 654 (c)A statement that each designation change was approved 655 by the affirmative vote or consent of the members of the series 656 limited liability company required to make each change to the 657 protected series designation. 658 (5)Each designation change made pursuant to subsection (4) 659 takes effect when the statement of designation change takes 660 effect under s. 605.0207. 661 Section 14.Section 605.2202, Florida Statutes, is created 662 to read: 663 605.2202Protected series name. 664 (1)Except as otherwise provided in subsection (2), the 665 name of a protected series must comply with s. 605.0112. 666 (2)The name of a protected series of a series limited 667 liability company must: 668 (a)Begin with the name of the series limited liability 669 company, including any word or abbreviation required by s. 670 605.0112; and 671 (b)Contain the phrase protected series or the 672 abbreviation P.S. or PS. 673 (3)If a series limited liability company changes its name, 674 the company must deliver to the department for filing a 675 statement of designation change for each of the companys 676 protected series, changing the name of each protected series to 677 comply with this section. 678 Section 15.Section 605.2203, Florida Statutes, is created 679 to read: 680 605.2203Registered agent. 681 (1)The registered agent in this state for a series limited 682 liability company is the registered agent in this state for each 683 protected series of that company. 684 (2)Before delivering a protected series designation to the 685 department for filing, a series limited liability company must 686 agree with a registered agent specifying that the agent will 687 serve as the registered agent in this state for that company and 688 for each protected series of that company. 689 (3)A person that signs a protected series designation 690 delivered to the department for filing affirms as a fact that 691 the series limited liability company on whose behalf the 692 designation is delivered has complied with subsection (2). 693 (4)A person that ceases to be the registered agent for a 694 series limited liability company ceases to be the registered 695 agent for each protected series of that company. 696 (5)A person that ceases to be the registered agent for a 697 protected series of a series limited liability company, other 698 than as a result of the termination of the protected series, 699 ceases to be the registered agent of that company and any other 700 protected series of that company. 701 (6)Except as otherwise agreed upon by a series limited 702 liability company and its registered agent, the registered agent 703 is not obligated to distinguish between a process, notice, 704 demand, or other record concerning the company and a process, 705 notice, demand, or other record concerning a protected series of 706 the company. 707 Section 16.Section 605.2204, Florida Statutes, is created 708 to read: 709 605.2204Series limited liability company; service of 710 process; giving notice or making demand. 711 (1)Process against a series limited liability company, a 712 protected series of a series limited liability company, a 713 registered foreign series limited liability company, or a 714 registered foreign protected series of a registered foreign 715 series limited liability company, respectively, may be served in 716 the same manner as service is made on each such entity under s. 717 48.062 and chapter 48 or chapter 49. 718 (2)Any notice or demand on a series limited liability 719 company or a protected series of a series limited liability 720 company under this chapter may be given or made to any member of 721 a member-managed series limited liability company or to any 722 manager of a manager-managed series limited liability company; 723 to the registered agent of a series limited liability company at 724 the registered office of the series limited liability company in 725 this state; or to any other address in this state which is the 726 principal office in this state of the series limited liability 727 company. 728 (3)Any notice or demand on a registered foreign series 729 limited liability company or a registered foreign protected 730 series of a registered foreign series limited liability company 731 under this chapter may be given or made to any member of a 732 member-managed foreign series limited liability company or to 733 any manager of a manager-managed foreign series limited 734 liability company; to the registered agent of the registered 735 foreign series limited liability company at the registered 736 office of the registered foreign series limited liability 737 company in this state; or to the principal office address, or 738 any other address in this state which is, in fact, the principal 739 office in this state of the registered foreign series limited 740 liability company. 741 (4)This section does not affect the right to serve process 742 on, give notice to, or make a demand on a series limited 743 liability company or any protected series of a series limited 744 liability company, or to or on any foreign series limited 745 liability company or any protected series of the foreign series 746 limited liability company, in any other manner provided by law. 747 Section 17.Section 605.2205, Florida Statutes, is created 748 to read: 749 605.2205Certificate of status for domestic or foreign 750 protected series. 751 (1)The department, upon request, payment of the requisite 752 fee, and compliance with any other filing requirements of the 753 department, shall issue a certificate of status for a protected 754 series of a series limited liability company if the records 755 filed in the department show that the department has accepted 756 and filed articles of organization for the series limited 757 liability company and a protected series designation for the 758 protected series. A certificate of status for a protected series 759 of a series limited liability company must state all of the 760 following: 761 (a)The series limited liability companys name. 762 (b)The name of the protected series. 763 (c)That the series limited liability company was organized 764 under the laws of this state and the date of organization. 765 (d)That the protected series was designated under the laws 766 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 series limited liability companys most 771 recent annual report required by s. 605.0212 has been filed by 772 the department. 773 (g)Whether the series limited liability companys most 774 recent annual report includes the name of the protected series, 775 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 the 780 annual report for filing, 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 series 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, termination, 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 foreign series limited liability company 800 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 certificate 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 companys name and 808 any current alternative name adopted under s. 605.0906(1) for 809 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 business 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 companys 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 companys 825 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 companys 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 this state. 851 Section 18.Section 605.2206, Florida Statutes, is created 852 to read: 853 605.2206Information 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 otherwise 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 department; and 876 (b)Which has not withdrawn its certificate of authority to 877 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 series 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: 885 605.2301Associated 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 protected 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 2.Determine when and from which person the protected 901 series acquired the asset or how the asset 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 real 908 property to or from one or more protected series of a series 909 limited liability company, or any other instrument otherwise 910 affecting an interest in real property held by one or more 911 protected series of a series limited liability company, in each 912 case to the extent such deed or other instrument is in favor of 913 a person who gives value without knowledge of the lack of 914 authority of the person signing and delivering a deed or other 915 instrument and is recorded in the office for recording transfers 916 or other matters affecting real property, is conclusive of the 917 authority of the person signing and constitutes a record that 918 such interest in real property is an associated asset or 919 liability, as applicable, of the protected series. 920 (3)(a)An asset of a series limited liability company is an 921 associated asset of the company only if the company creates and 922 maintains records that state the name of the company and 923 describe the asset with sufficient specificity to permit a 924 disinterested, reasonable individual to: 925 1.Identify the asset and distinguish it from any other 926 asset of the series limited liability company and any asset of 927 any protected series of the company; 928 2.Determine when and from which person the series limited 929 liability company acquired the asset or how the asset otherwise 930 became an asset of the company; and 931 3.If the series limited liability company acquired the 932 asset from a protected series of the company, determine any 933 consideration paid, the payor, and the payee. 934 (b)A deed or other instrument granting an interest in real 935 property to or from a series limited liability company, or any 936 other instrument otherwise affecting an interest in real 937 property held by a series limited liability company, in each 938 case to the extent such deed or other instrument is in favor of 939 a person who gives value without knowledge of the lack of 940 authority of the person signing and delivering a deed or other 941 instrument and is recorded in the office for recording transfers 942 or other matters affecting real property, is conclusive of the 943 authority of the person signing and constitutes a record that 944 such interest in real property is an associated asset or 945 liability, as applicable, of the series limited liability 946 company. 947 (4)The records and recordkeeping required by subsections 948 (2) and (3) may be organized by specific listing, category, 949 type, quantity, or computational or allocative formula or 950 procedure, including a percentage or share of any asset, or in 951 any other reasonable manner. 952 (5)To the extent authorized by this chapter and the laws 953 of this state other than this chapter, a series limited 954 liability company or protected series of a series limited 955 liability company may hold an associated asset directly or 956 indirectly, through a representative, nominee, or similar 957 arrangement, except for the following: 958 (a)A protected series may not hold an associated asset in 959 the name of the series limited liability company or another 960 protected series of the company; and 961 (b)A series limited liability company may not hold an 962 associated asset in the name of a protected series of the 963 company. 964 Section 20.Section 605.2302, Florida Statutes, is created 965 to read: 966 605.2302Associated member. 967 (1)Only a member of a series limited liability company may 968 be an associated member of a protected series of the company. 969 (2)A member of a series limited liability company becomes 970 an associated member of a protected series of the company if the 971 operating agreement or a procedure established by the operating 972 agreement states all of the following: 973 (a)That the member is an associated member of the 974 protected series. 975 (b)The date on which the member became an associated 976 member of the protected series. 977 (c)Any protected-series transferable interest the 978 associated member has in connection with becoming or being an 979 associated member of the protected series. 980 (3)If a person that is an associated member of a protected 981 series of a series limited liability company is dissociated from 982 the company, the person ceases to be an associated member of the 983 protected series. 984 Section 21.Section 605.2303, Florida Statutes, is created 985 to read: 986 605.2303Protected-series transferable interest. 987 (1)A protected-series transferable interest of a protected 988 series of a series limited liability company must be owned 989 initially by an associated member of the protected series or the 990 series limited liability company. 991 (2)If a protected series of a series limited liability 992 company has no associated members when established, the company 993 owns the protected-series transferable interests in the 994 protected series. 995 (3)In addition to acquiring a protected-series 996 transferable series interest under subsection (2), a series 997 limited liability company may acquire a protected-series 998 transferable interest through a transfer from another person or 999 as provided in the operating agreement. 1000 (4)Except for s. 605.2108(1)(c), any provision of this 1001 chapter which applies to a protected-series transferee of a 1002 protected series of a series limited liability company applies 1003 to the company in its capacity as an owner of a protected-series 1004 transferable interest of the protected series. Any provision of 1005 the operating agreement of a series limited liability company 1006 which applies to a protected-series transferee of a protected 1007 series of the company applies to the company in its capacity as 1008 an owner of a protected-series transferable interest of the 1009 protected series. 1010 Section 22.Section 605.2304, Florida Statutes, is created 1011 to read: 1012 605.2304Management. 1013 (1)A protected series may have one or more protected 1014 series managers. 1015 (2)If a protected series has no associated members, the 1016 series limited liability company is the protected-series 1017 manager. 1018 (3)Section 605.2108 applies to the determination of any 1019 duties of a protected-series manager of a protected series to 1020 each of the following: 1021 (a)The protected series. 1022 (b)Any associated member of the protected series. 1023 (c)Any protected-series transferee of the protected 1024 series. 1025 (4)Solely by reason of being or acting as a protected 1026 series manager of a protected series, a person owes no duty to 1027 any of the following: 1028 (a)The series limited liability company. 1029 (b)Another protected series of the series limited 1030 liability company. 1031 (c)Another person in that persons capacity as: 1032 1.A member of the series limited liability company which 1033 is not an associated member of the protected series; 1034 2.A protected-series transferee or protected-series 1035 manager of another protected series; or 1036 3.A transferee of the series limited liability company. 1037 (5)An associated member of a protected series of a series 1038 limited liability company has the same rights as any other 1039 member of the company to vote on or consent to an amendment to 1040 the companys operating agreement or any other matter being 1041 decided by the members, regardless of whether the amendment or 1042 matter affects the interests of the protected series or the 1043 associated member. 1044 (6)The right of a member to maintain a derivative action 1045 to enforce a right of a limited liability company pursuant to s. 1046 605.0802 applies to each of the following: 1047 (a)An associated member of a protected series, in 1048 accordance with s. 605.2108. 1049 (b)A member of a series limited liability company, in 1050 accordance with s. 605.2108. 1051 (7)An associated member of a member-managed protected 1052 series is an agent for the protected series with power to bind 1053 the protected series to the same extent that a member of a 1054 member-managed limited liability company is an agent for the 1055 company with power to bind the company under s. 605.04074(1)(a). 1056 A protected-series manager of a manager-managed protected series 1057 is an agent for the protected series with power to bind the 1058 protected series to the same extent that a manager of a manager 1059 managed limited liability company is an agent for the company 1060 with power to bind the company under s. 605.04074(2)(b). 1061 Section 23.Section 605.2305, Florida Statutes, is created 1062 to read: 1063 605.2305Right of a person that is not an associated member 1064 of a protected series to information of a protected series. 1065 (1)A member of a series limited liability company which is 1066 not an associated member of a protected series of the company 1067 has a right to information concerning the protected series to 1068 the same extent, in the same manner, and under the same 1069 conditions that a member that is not a manager of a manager 1070 managed limited liability company has a right to information of 1071 the company under s. 605.0410(1) and (3)(b). 1072 (2)A person that was formerly an associated member of a 1073 protected series has a right to information concerning the 1074 protected series to the same extent, in the same manner, and 1075 under the same conditions that a person dissociated as a member 1076 of a manager-managed limited liability company has a right to 1077 information concerning the limited liability company under s. 1078 605.0410(4) or other applicable law. 1079 (3)If an associated member of a protected series dies, the 1080 legal representative of the deceased associated member has a 1081 right to information concerning the protected series to the same 1082 extent, in the same manner, and under the same conditions that 1083 the legal representative of a deceased member of a limited 1084 liability company has a right to information concerning the 1085 company under ss. 605.0410(9) and 605.0504. 1086 (4)A protected-series manager of a protected series has a 1087 right to information concerning the protected series to the same 1088 extent, in the same manner, and under the same conditions that a 1089 manager of a manager-managed limited liability company has a 1090 right to information concerning the company under s. 1091 605.0410(3)(a). 1092 (5)The court-ordered inspection provisions of s. 605.0411 1093 apply to the information rights regarding series limited 1094 liability companies and protected series of such companies. 1095 Section 24.Section 605.2401, Florida Statutes, is created 1096 to read: 1097 605.2401Limitations on liability. 1098 (1)A person is not liable, directly or indirectly, by way 1099 of contribution or otherwise, for a debt, an obligation, or 1100 another liability of either of the following: 1101 (a)A protected series of a series limited liability 1102 company solely by reason of being or acting as: 1103 1.An associated member, protected-series manager, or 1104 protected-series transferee of the protected series; or 1105 2.A member, manager, or transferee of the company; or 1106 (b)A series limited liability company solely by reason of 1107 being or acting as an associated member, protected-series 1108 manager, or protected-series transferee of a protected series of 1109 the company. 1110 (2)Subject to s. 605.2404, the following apply: 1111 (a)A debt, an obligation, or another liability of a series 1112 limited liability company is solely the debt, obligation, or 1113 liability of the company. 1114 (b)A debt, an obligation, or another liability of a 1115 protected series is solely the debt, obligation, or liability of 1116 the protected series. 1117 (c)A series limited liability company is not liable, 1118 directly or indirectly, by way of contribution or otherwise, for 1119 a debt, an obligation, or another liability of a protected 1120 series of the company solely by reason of the protected series 1121 being a protected series of the company, or the series limited 1122 liability company: 1123 1.Being or acting as a protected-series manager of the 1124 protected series; 1125 2.Having the protected series manage the series limited 1126 liability company; or 1127 3.Owning a protected-series transferable interest of the 1128 protected series. 1129 (d)A protected series of a series limited liability 1130 company is not liable, directly or indirectly, by way of 1131 contribution or otherwise, for a debt, an obligation, or another 1132 liability of the company or another protected series of the 1133 company solely by reason of: 1134 1.Being a protected series of the series limited liability 1135 company; 1136 2.Being or acting as a manager of the series limited 1137 liability company or a protected-series manager of another 1138 protected series of the company; or 1139 3.Having the series limited liability company or another 1140 protected series of the company be or act as a protected-series 1141 manager of the protected series. 1142 Section 25.Section 605.2402, Florida Statutes, is created 1143 to read: 1144 605.2402Claim seeking to disregard limitation of 1145 liability. 1146 (1)Except as otherwise provided in subsection (2), a claim 1147 seeking to disregard a limitation in s. 605.2401 is governed by 1148 the principles of law and equity, including a principle 1149 providing a right to a creditor or holding a person liable for a 1150 debt, an obligation, or another liability of another person, 1151 which would apply if each protected series of a series limited 1152 liability company were a limited liability company formed 1153 separately from the series limited liability company and 1154 distinct from the series limited liability company and any other 1155 protected series of the series limited liability company. 1156 (2)The failure of a limited liability company or a 1157 protected series to observe formalities relating to the exercise 1158 of its powers or management of its activities and affairs is not 1159 a ground to disregard a limitation in s. 605.2401(1) but may be 1160 a ground to disregard a limitation in s. 605.2401(2). 1161 (3)This section applies to a claim seeking to disregard a 1162 limitation of liability applicable to a foreign series limited 1163 liability company or foreign protected series and comparable to 1164 a limitation stated in s. 605.2401, if either of the following 1165 applies: 1166 (a)The claimant is a resident of this state, transacting 1167 business in this state, or authorized to transact business in 1168 this state; or 1169 (b)The claim is to establish or enforce a liability 1170 arising under law of this state other than this chapter or from 1171 an act or omission in this state. 1172 Section 26.Section 605.2403, Florida Statutes, is created 1173 to read: 1174 605.2403Remedies of judgment creditor of associated member 1175 or other holder of a protected-series transferee.The provisions 1176 of s. 605.0503 providing or restricting remedies available to a 1177 judgment creditor of a member or transferee of a limited 1178 liability company apply to a judgment creditor of either or both 1179 of the following: 1180 (1)An associated member or other holder of a protected 1181 series transferable interest in a protected series of a series 1182 limited liability company or a foreign series limited liability 1183 company. 1184 (2)A series limited liability company, to the extent the 1185 company owns a protected-series transferable interest of a 1186 protected series. 1187 Section 27.Section 605.2404, Florida Statutes, is created 1188 to read: 1189 605.2404Enforcement of claim against non-associated 1190 asset. 1191 (1)For the purposes of this section, the term: 1192 (a)Enforcement date means 12:01 a.m. on the date on 1193 which a claimant first serves process on a series limited 1194 liability company or protected series in an action seeking to 1195 enforce a claim against an asset of the company or protected 1196 series by attachment, levy, or similar means under this section. 1197 (b)Incurrence date, subject to s. 605.2608(2), means the 1198 date on which a series limited liability company or protected 1199 series of the company incurred the liability giving rise to a 1200 claim that a claimant seeks to enforce under this section. 1201 (2)If a claim against a series limited liability company 1202 or a protected series of the company has been reduced to 1203 judgment, in addition to any other remedy provided by law or 1204 equity, the judgment may be enforced in accordance with the 1205 following: 1206 (a)A judgment against the series limited liability company 1207 may be enforced against an asset of a protected series of the 1208 company if the asset: 1209 1.Was a non-associated asset of the protected series on 1210 the incurrence date; or 1211 2.Is a non-associated asset of the protected series on the 1212 enforcement date. 1213 (b)A judgment against a protected series may be enforced 1214 against an asset of the series limited liability company if the 1215 asset: 1216 1.Was a non-associated asset of the series limited 1217 liability company on the incurrence date; or 1218 2.Is a non-associated asset of the series limited 1219 liability company on the enforcement date. 1220 (c)A judgment against a protected series may be enforced 1221 against an asset of another protected series of the series 1222 limited liability company if the asset: 1223 1.Was a non-associated asset of the other protected series 1224 on the incurrence date; or 1225 2.Is a non-associated asset of the other protected series 1226 on the enforcement date. 1227 (3)In addition to any other remedy provided by law or 1228 equity, if a claim against a series limited liability company or 1229 a protected series has not been reduced to a judgment and law 1230 other than this chapter permits a prejudgment remedy by 1231 attachment, levy, or similar means, the court may apply 1232 subsection (2) as a prejudgment remedy. 1233 (4)In a proceeding under this section, the party asserting 1234 that an asset is or was an associated asset of a series limited 1235 liability company or a protected series of the series limited 1236 liability company has the burden of proof on the issue. 1237 (5)This section applies to an asset of a foreign series 1238 limited liability company or foreign protected series if all of 1239 the following apply: 1240 (a)The asset is real or tangible property located in this 1241 state. 1242 (b)The claimant is a resident of this state or is 1243 transacting business or authorized to transact business in this 1244 state, or the claim under this section is to enforce a judgment, 1245 or to seek a prejudgment remedy, pertaining to a liability 1246 arising from the law of this state other than this chapter or an 1247 act or omission in this state. 1248 (c)The asset is not identified in the records of the 1249 foreign series limited liability company or foreign protected 1250 series in a manner comparable to the manner required by s. 1251 605.2301. 1252 Section 28.Section 605.2501, Florida Statutes, is created 1253 to read: 1254 605.2501Events causing dissolution of protected series.A 1255 protected series of a series limited liability company is 1256 dissolved, and its activities and affairs must be wound up, upon 1257 the occurrence of any of the following: 1258 (1)Dissolution of the series limited liability company. 1259 (2)Occurrence of an event or a circumstance that the 1260 operating agreement states causes dissolution of the protected 1261 series. 1262 (3)Affirmative vote or consent of all associated members 1263 of the protected series. 1264 (4)Entry by the court of an order dissolving the protected 1265 series on application by an associated member or a protected 1266 series manager of the protected series: 1267 (a)In accordance with s. 605.2108; and 1268 (b)To the same extent, in the same manner, and on the same 1269 grounds the court would enter an order dissolving a limited 1270 liability company on application by a member or manager of the 1271 limited liability company pursuant to s. 605.0702. 1272 (5)Entry by the court of an order dissolving the protected 1273 series on application by the series limited liability company or 1274 a member or manager of the series limited liability company: 1275 (a)In accordance with s. 605.2108; and 1276 (b)To the same extent, in the same manner, and on the same 1277 grounds the court would enter an order dissolving a limited 1278 liability company on application by a member or manager of the 1279 limited liability company pursuant to s. 605.0702. 1280 (6)Automatic or involuntary dissolution of the series 1281 limited liability company that established the protected series. 1282 (7)The filing of a statement of administrative dissolution 1283 of the limited liability company or a protected series of the 1284 company by the department pursuant to s. 605.0714. 1285 Section 29.Section 605.2502, Florida Statutes, is created 1286 to read: 1287 605.2502Winding up dissolved protected series. 1288 (1)Subject to subsections (2) and (3) and in accordance 1289 with s. 605.2108, the following apply: 1290 (a)A dissolved protected series shall wind up its 1291 activities and affairs in the same manner that a dissolved 1292 limited liability company winds up its activities and affairs 1293 under s. 605.0709, subject to the same requirements and 1294 conditions, and with the same effects. 1295 (b)Judicial supervision or another judicial remedy is 1296 available in the winding up of the protected series to the same 1297 extent, in the same manner, under the same conditions, and with 1298 the same effects that apply under s. 605.0709(5). 1299 (2)When a protected series of a series limited liability 1300 company dissolves, the company may deliver to the department for 1301 filing its articles of protected series dissolution stating the 1302 name of the series limited liability company and the protected 1303 series and that the protected series is dissolved. The filing of 1304 the articles of dissolution by the department has the same 1305 effect with regard to the protected series as the filing by a 1306 limited liability company of articles of dissolution with the 1307 department under s. 605.0707. 1308 (3)When a protected series of a series limited liability 1309 company has completed winding up in accordance with s. 605.0709, 1310 the company that established the protected series may deliver to 1311 the department for filing a statement of designation 1312 cancellation, stating all of the following: 1313 (a)The name of the company and the protected series. 1314 (b)That the protected series is terminated with the 1315 effective date of the termination if that date is not the date 1316 of filing of the statement of designation cancellation. 1317 (c)Any other information required by the department. 1318 (4)The filing of the statement of designation cancellation 1319 by the department has the same effect as the filing by the 1320 department of a statement of termination under s. 605.0709(7). 1321 (5)A series limited liability company has not completed 1322 its winding up until each of the protected series of the company 1323 has completed its winding up. 1324 Section 30.Section 605.2503, Florida Statutes, is created 1325 to read: 1326 605.2503Effects of reinstatement of series limited 1327 liability company; revocation of voluntary dissolution.If a 1328 series limited liability company that has been administratively 1329 dissolved is reinstated, or if a series limited liability 1330 company that voluntarily dissolved revokes its articles of 1331 dissolution before filing a statement of termination, both of 1332 the following apply: 1333 (1)Each protected series of the series limited liability 1334 company ceases winding up. 1335 (2)Section 605.0708 applies to the series limited 1336 liability company and to each protected series of the company, 1337 in accordance with s. 605.2108. 1338 Section 31.Section 605.2601, Florida Statutes, is created 1339 to read: 1340 605.2601Entity transactions involving a series limited 1341 liability company or a protected series of the company 1342 restricted; definitions.As used in ss. 605.2601-605.2608, the 1343 term: 1344 (1)After a merger or after the merger means when a 1345 merger under s. 605.2604 becomes effective and any time 1346 thereafter. 1347 (2)Before a merger or before the merger means before a 1348 merger under s. 605.2604 becomes effective. 1349 (3)Continuing protected series means a protected series 1350 of a surviving series limited liability company which continues 1351 in uninterrupted existence after a merger under s. 605.2604. 1352 (4)Merging company means a limited liability company 1353 that is party to a merger under s. 605.2604. 1354 (5)Non-surviving company means a merging company that 1355 does not continue in existence after a merger under s. 605.2604. 1356 (6)Relocated protected series means a protected series 1357 of a non-surviving company which, after a merger under s. 1358 605.2604, continues in uninterrupted existence as a protected 1359 series of the surviving company. 1360 (7)Surviving company means a merging company that 1361 continues in existence after a merger under s. 605.2604. 1362 Section 32.Section 605.2602, Florida Statutes, is created 1363 to read: 1364 605.2602Restrictions on entity transactions involving 1365 protected series.Except as provided in ss. 605.2605(2), 1366 605.2606(2), and 605.2607(1), a protected series may not 1367 participate in; be a party to; result from; or be formed, 1368 organized, established, or created by either of the following: 1369 (1)A conversion, domestication, interest exchange, or 1370 merger under this chapter or the law of a foreign jurisdiction, 1371 however the transaction is denominated under such law; or 1372 (2)A transaction with the same substantive effect as a 1373 conversion, domestication, interest exchange, or merger under 1374 the law of this state or a foreign jurisdiction. 1375 Section 33.Section 605.2603, Florida Statutes, is created 1376 to read: 1377 605.2603Restrictions on entity transactions involving 1378 series limited liability company.A series limited liability 1379 company may not: 1380 (1)Participate in; be a party to; result from; or be 1381 formed, organized, established, or created by either of the 1382 following: 1383 (a)A conversion, domestication, or interest exchange, 1384 under this chapter or the law of a foreign jurisdiction, however 1385 the transaction is denominated under such law; or 1386 (b)A transaction with the same substantive effect as a 1387 conversion, domestication, or interest exchange under the law of 1388 this state or a foreign jurisdiction. 1389 (2)Except as otherwise provided in s. 605.2604, be a party 1390 to or the surviving company of either of the following: 1391 (a)A merger under this chapter or the law of a foreign 1392 jurisdiction, however a merger is denominated under such law; or 1393 (b)A transaction with the same substantive effect as a 1394 merger under the law of this state or a foreign jurisdiction. 1395 Section 34.Section 605.2604, Florida Statutes, is created 1396 to read: 1397 605.2604Restrictions on merger.A series limited liability 1398 company may be a party to a merger in accordance with ss. 1399 605.1021-605.1026, this section, and ss. 605.2605-605.2608 only 1400 if both of the following apply: 1401 (1)Each other party to the merger is a limited liability 1402 company. 1403 (2)The surviving company is not created in the merger. 1404 Section 35.Section 605.2605, Florida Statutes, is created 1405 to read: 1406 605.2605Plan of merger.In a merger under s. 605.2604, the 1407 plan of merger must do all of the following: 1408 (1)Comply with s. 605.1022 relating to the contents of a 1409 plan of merger of a limited liability company. 1410 (2)State in a record: 1411 (a)For any protected series of a non-surviving company, 1412 whether, after the merger, the protected series will be a 1413 relocated protected series or be dissolved, wound up, and 1414 terminated. 1415 (b)For any protected series of the surviving company which 1416 exists before the merger, whether, after the merger, the 1417 protected series will be a continuing protected series or be 1418 dissolved, wound up, and terminated. 1419 (c)For each relocated protected series or continuing 1420 protected series: 1421 1.The name of any person that becomes an associated member 1422 or a protected-series transferee of the protected series after 1423 the merger, any consideration to be paid by, on behalf of, or in 1424 respect of the person, the name of the payor, and the name of 1425 the payee; 1426 2.The name of any person whose rights or obligations in 1427 the persons capacity as an associated member or a protected 1428 series transferee will change after the merger; 1429 3.Any consideration to be paid to a person that before the 1430 merger was an associated member or a protected-series transferee 1431 of the protected series and the name of the payor; and 1432 4.If, after the merger, the protected series will be a 1433 relocated protected series, its new name. 1434 (d)For any protected series to be established by the 1435 surviving company as a result of the merger: 1436 1.The name of the protected series and the address of its 1437 principal office; 1438 2.Any protected-series transferable interest to be owned 1439 by the surviving company when the protected series is 1440 established; and 1441 3.The name of and any protected-series transferable 1442 interest owned by any person that will be an associated member 1443 of the protected series when the protected series is 1444 established. 1445 (e)For any person that is an associated member of a 1446 relocated protected series and will remain a member after the 1447 merger, any amendment to the operating agreement of the 1448 surviving limited liability company which: 1449 1.Is or is proposed to be in a record; and 1450 2.Is necessary or appropriate to state the rights and 1451 obligations of the person as a member of the surviving limited 1452 liability company. 1453 Section 36.Section 605.2606, Florida Statutes, is created 1454 to read: 1455 605.2606Articles of merger.In a merger under s. 605.2604, 1456 the articles of merger must do all of the following: 1457 (1)Comply with s. 605.1025 relating to the articles of 1458 merger. 1459 (2)Include as an attachment all of the following records, 1460 each to become effective when the merger becomes effective: 1461 (a)For a protected series of a merging company being 1462 terminated as a result of the merger, a statement of designation 1463 cancellation and termination signed by the non-surviving merging 1464 company. 1465 (b)For a protected series of a non-surviving company which 1466 after the merger will be a relocated protected series: 1467 1.A statement of relocation signed by the non-surviving 1468 company which contains the name of the series limited liability 1469 company and the name of the protected series before and after 1470 the merger; and 1471 2.A statement of protected series designation signed by 1472 the surviving company. 1473 (c)For a protected series being established by the 1474 surviving company as a result of the merger, a protected series 1475 designation signed by the surviving company. 1476 Section 37.Section 605.2607, Florida Statutes, is created 1477 to read: 1478 605.2607Effect of merger.When a merger of a protected 1479 series under s. 605.2604 becomes effective, in addition to the 1480 effects stated in s. 605.1026, all of the following apply: 1481 (1)As provided in the plan of merger, each protected 1482 series of each merging series limited liability company which 1483 was established before the merger is either a relocated 1484 protected series or continuing protected series, or is 1485 dissolved, wound up, and terminated. 1486 (2)Any protected series to be established as a result of 1487 the merger is established. 1488 (3)Any relocated protected series or continuing protected 1489 series is the same person without interruption as it was before 1490 the merger. 1491 (4)All property of a relocated protected series or 1492 continuing protected series continues to be vested in the 1493 protected series without transfer, reversion, or impairment. 1494 (5)All debts, obligations, and other liabilities of a 1495 relocated protected series or continuing protected series 1496 continue as debts, obligations, and other liabilities of the 1497 relocated protected series or continuing protected series. 1498 (6)Except as otherwise provided by law or the plan of 1499 merger, all the rights, privileges, immunities, powers, and 1500 purposes of a relocated protected series or continuing protected 1501 series remain in the protected series. 1502 (7)The new name of a relocated protected series may be 1503 substituted for the former name of the relocated protected 1504 series in any pending action or proceeding. 1505 (8)To the extent provided in the plan of merger, the 1506 following apply: 1507 (a)A person becomes an associated member or a protected 1508 series transferee of a relocated protected series or continuing 1509 protected series. 1510 (b)A person becomes an associated member of a protected 1511 series established by the surviving company as a result of the 1512 merger. 1513 (c)Any change in the rights or obligations of a person in 1514 the persons capacity as an associated member or a protected 1515 series transferee of a relocated protected series or continuing 1516 protected series takes effect. 1517 (d)Any consideration to be paid to a person that before 1518 the merger was an associated member or a protected-series 1519 transferee of a relocated protected series or continuing 1520 protected series is due. 1521 (9)Any person that is an associated member of a relocated 1522 protected series becomes a member of the surviving company, if 1523 not already a member. 1524 Section 38.Section 605.2608, Florida Statutes, is created 1525 to read: 1526 605.2608Application of s. 605.2404 after merger. 1527 (1)A creditors right that existed under s. 605.2404 1528 immediately before a merger under that section may be enforced 1529 after the merger in accordance with the following provisions: 1530 (a)A creditors right that existed immediately before the 1531 merger against the surviving company, a continuing protected 1532 series, or a relocated protected series continues without change 1533 after the merger. 1534 (b)A creditors right that existed immediately before the 1535 merger against a non-surviving company: 1536 1.May be asserted against an asset of the non-surviving 1537 company which vested in the surviving company as a result of the 1538 merger; and 1539 2.Does not otherwise change. 1540 (c)Subject to subsection (2), the following provisions 1541 apply: 1542 1.In addition to the remedy stated in paragraph (b), a 1543 creditor with a right conferred under s. 605.2404 which existed 1544 immediately before the merger against a non-surviving company or 1545 a relocated protected series may assert the right against: 1546 a.An asset of the surviving company, other than an asset 1547 of the non-surviving company which vested in the surviving 1548 company as a result of the merger; 1549 b.An asset of a continuing protected series; 1550 c.An asset of a protected series established by the 1551 surviving company as a result of the merger; 1552 d.If the creditors right was against an asset of the non 1553 surviving company, an asset of a relocated protected series; or 1554 e.If the creditors right was against an asset of a 1555 relocated protected series, an asset of another relocated 1556 protected series. 1557 2.In addition to the remedy stated in paragraph (b), a 1558 creditor with a right that existed immediately before the merger 1559 against the surviving company or a continuing protected series 1560 may assert the right against: 1561 a.An asset of a relocated protected series; or 1562 b.An asset of a non-surviving company which vested in the 1563 surviving company as a result of the merger. 1564 (2)For the purposes of paragraph (1)(c) and s. 1565 605.2404(2)(a)1., (b)1., and (c)1., the incurrence date is 1566 deemed to be the date on which the merger becomes effective. 1567 (3)A merger under s. 605.2604 does not affect the manner 1568 in which s. 605.2404 applies to a liability incurred after the 1569 merger becomes effective. 1570 Section 39.Section 605.2701, Florida Statutes, is created 1571 to read: 1572 605.2701Governing law; foreign series limited liability 1573 companies and foreign protected series.The law of the governing 1574 jurisdiction of a foreign series limited liability company 1575 governs all of the following: 1576 (1)The internal affairs of a foreign protected series of 1577 the foreign series limited liability company, including the 1578 following: 1579 (a)Relations among any associated members of the foreign 1580 protected series. 1581 (b)Relations between the foreign protected series and: 1582 1.Any associated member; 1583 2.Any protected-series manager; or 1584 3.Any protected-series transferee. 1585 (c)Relations between any associated member and: 1586 1.Any protected-series manager; or 1587 2.Any protected-series transferee. 1588 (d)The rights and duties of a protected-series manager. 1589 (e)Governance decisions affecting the activities and 1590 affairs of the foreign protected series and the conduct of those 1591 activities and affairs. 1592 (f)Procedures and conditions for becoming an associated 1593 member or a protected-series transferee. 1594 (2)Relations between the foreign protected series and the 1595 following: 1596 (a)The foreign series limited liability company. 1597 (b)Another foreign protected series of the foreign series 1598 limited liability company. 1599 (c)A member of the foreign series limited liability 1600 company which is not an associated member of the foreign 1601 protected series. 1602 (d)A foreign protected-series manager that is not a 1603 protected-series manager of the foreign protected series. 1604 (e)A foreign protected-series transferee that is not a 1605 foreign protected-series transferee of the foreign protected 1606 series. 1607 (f)A transferee of a transferable interest of the foreign 1608 series limited liability company. 1609 (3)Except as otherwise provided in ss. 605.2402 and 1610 605.2404, the liability of a person for a debt, an obligation, 1611 or another liability of a foreign protected series of a foreign 1612 series limited liability company if the debt, obligation, or 1613 liability is asserted solely by reason of the person being or 1614 acting as any of the following: 1615 (a)An associated member, a protected-series transferee, or 1616 a protected-series manager of the foreign protected series. 1617 (b)A member of the foreign series limited liability 1618 company which is not an associated member of the foreign 1619 protected series. 1620 (c)A protected-series manager of another foreign protected 1621 series of the foreign series limited liability company. 1622 (d)A protected-series transferee of another foreign 1623 protected series of the foreign series limited liability 1624 company. 1625 (e)A manager of the foreign series limited liability 1626 company. 1627 (f)A transferee of a transferable interest of the foreign 1628 series limited liability company. 1629 (4)Except as otherwise provided in ss. 605.2402 and 1630 605.2404, the following apply: 1631 (a)The liability of the foreign series limited liability 1632 company for a debt, an obligation, or another liability of a 1633 foreign protected series of the foreign series limited liability 1634 company if the debt, obligation, or liability is asserted solely 1635 by reason of the foreign protected series being a foreign 1636 protected series of the foreign series limited liability 1637 company, or the foreign protected series limited liability 1638 company: 1639 1.Being or acting as a foreign protected-series manager of 1640 the foreign protected series; 1641 2.Having the foreign protected series manage the foreign 1642 series limited liability company; or 1643 3.Owning a protected-series transferable interest of the 1644 foreign protected series. 1645 (b)The liability of a foreign protected series for a debt, 1646 an obligation, or another liability of the foreign series 1647 limited liability company or another foreign protected series of 1648 the foreign series limited liability company, if the debt, 1649 obligation, or liability is asserted solely by reason of the 1650 foreign protected series: 1651 1.Being a foreign protected series of the foreign series 1652 limited liability company or having the foreign series limited 1653 liability company or another foreign protected series of the 1654 foreign series limited liability company be or act as a foreign 1655 protected-series manager of the foreign protected series; or 1656 2.Managing the foreign series limited liability company or 1657 being or acting as a foreign protected-series manager of another 1658 foreign protected series of the foreign series limited liability 1659 company. 1660 Section 40.Section 605.2702, Florida Statutes, is created 1661 to read: 1662 605.2702No attribution of activities constituting 1663 transacting business or for establishing jurisdiction.In 1664 determining whether a foreign series limited liability company 1665 or foreign protected series of the foreign series limited 1666 liability company is transacting business in this state or is 1667 subject to the personal jurisdiction of the courts in this 1668 state, the following apply: 1669 (1)The activities and affairs of the foreign series 1670 limited liability company are not attributable to a foreign 1671 protected series of the foreign series limited liability company 1672 solely by reason of the foreign protected series being a foreign 1673 protected series of the foreign series limited liability 1674 company. 1675 (2)The activities and affairs of a foreign protected 1676 series are not attributable to the foreign series limited 1677 liability company or another foreign protected series of the 1678 foreign series limited liability company, solely by reason of 1679 the foreign protected series being a foreign protected series of 1680 the foreign series limited liability company. 1681 Section 41.Section 605.2703, Florida Statutes, is created 1682 to read: 1683 605.2703Certificate of authority for foreign series 1684 limited liability company and foreign protected series; 1685 amendment of application. 1686 (1)Except as otherwise provided in this section and 1687 subject to ss. 605.2402 and 605.2404, the laws of this state 1688 governing application by a foreign limited liability company to 1689 obtain a certificate of authority to transact business in this 1690 state as required under s. 605.0902, including the effect of 1691 obtaining a certificate of authority under s. 605.0903, and the 1692 effect of failure to have a certificate of authority as 1693 described in s. 605.0904, apply to a foreign series limited 1694 liability company and to a foreign protected series of a foreign 1695 series limited liability company, as if the foreign protected 1696 series was a foreign limited liability company formed separately 1697 from the foreign series limited liability company, and distinct 1698 from the foreign series limited liability company and any other 1699 foreign protected series of the foreign series limited liability 1700 company. 1701 (2)An application by a foreign protected series of a 1702 foreign series limited liability company for a certificate of 1703 authority to transact business in this state must include all of 1704 the following: 1705 (a)The name and governing jurisdiction of the foreign 1706 series limited liability company and the foreign protected 1707 series seeking a certificate of authority, and all of the other 1708 information required under s. 605.0902, and any other 1709 information required by the department. 1710 (b)If the company has other foreign protected series, the 1711 name, title, capacity, and street and mailing address of at 1712 least one person that has the authority to manage the foreign 1713 limited liability company and that knows the name and street and 1714 mailing address of: 1715 1.Each other foreign protected series of the foreign 1716 series limited liability company; and 1717 2.The foreign protected-series manager of, and the 1718 registered agent for service of process on, each other foreign 1719 protected series of the foreign series limited liability 1720 company. 1721 (3)The name of a foreign protected series applying for a 1722 certificate of authority to transact business in this state must 1723 comply with ss. 605.0112 and 605.2202, which may be accomplished 1724 by using an alternate name pursuant to ss. 605.0906 and 865.09, 1725 if the alternate name complies with ss. 605.0112, 605.0906, and 1726 605.2202. 1727 (4)The requirements in s. 605.0907 relating to required 1728 information and amending of a certificate of authority apply to 1729 the information required by subsection (2). 1730 (5)Sections 605.0903-605.0912 apply to a foreign limited 1731 liability company and to a protected series of a foreign series 1732 limited liability company applying for, amending, or withdrawing 1733 a certificate of authority to transact business in this state. 1734 Section 42.Section 605.2704, Florida Statutes, is created 1735 to read: 1736 605.2704Disclosure required when a foreign series limited 1737 liability company or foreign protected series becomes a party to 1738 a proceeding. 1739 (1)Not later than 30 days after becoming a party to a 1740 proceeding before a civil, administrative, or other adjudicative 1741 tribunal of or located in this state, or a tribunal of the 1742 United States located in this state: 1743 (a)A foreign series limited liability company shall 1744 disclose to each other party the name and street and mailing 1745 address of: 1746 1.Each foreign protected series of the foreign series 1747 limited liability company; and 1748 2.Each foreign protected-series manager of and a 1749 registered agent for service of process for each foreign 1750 protected series of the foreign series limited liability 1751 company. 1752 (b)A foreign protected series of a foreign series limited 1753 liability company shall disclose to each other party the name 1754 and street and mailing address of: 1755 1.The foreign series limited liability company and each 1756 manager of the foreign series limited liability company and an 1757 agent for service of process for the foreign series limited 1758 liability company; and 1759 2.Any other foreign protected series of the foreign series 1760 limited liability company and each foreign protected-series 1761 manager of and an agent for service of process for the other 1762 foreign protected series. 1763 (2)If a foreign series limited liability company or 1764 foreign protected series challenges the personal jurisdiction of 1765 the tribunal, the requirement that the foreign series limited 1766 liability company or foreign protected series make disclosure 1767 under subsection (1) is tolled until the tribunal determines 1768 whether it has personal jurisdiction. 1769 (3)If a foreign series limited liability company or 1770 foreign protected series does not comply with subsection (1), a 1771 party to the proceeding may do one or both of the following: 1772 (a)Request the tribunal to treat the noncompliance as a 1773 failure to comply with the tribunals discovery rules. 1774 (b)Bring a separate proceeding in the court to enforce 1775 subsection (1). 1776 Section 43.Section 605.2801, Florida Statutes, is created 1777 to read: 1778 605.2801Relation to Electronic Signatures in Global and 1779 National Commerce Act.Section 605.1102 applies to ss. 605.2101 1780 605.2802. 1781 Section 44.Section 605.2802, Florida Statutes, is created 1782 to read: 1783 605.2802Effective date. 1784 (1)Beginning January 1, 2026, this chapter governs all 1785 domestic and foreign protected series limited liability 1786 companies and all domestic protected series and all foreign 1787 series that transact business in this state. 1788 (2)A domestic limited liability company formed before 1789 January 1, 2026, may not create or designate any protected 1790 series before the effective date of this act. 1791 Section 45.This act shall take effect January 1, 2026.