Florida Senate - 2025 CS for SB 316 By the Committee on Rules; and Senator Berman 595-02884-25 2025316c1 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 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; providing that certain records 67 and recordkeeping may be organized in a specified 68 manner; authorizing series limited liability companies 69 or 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 providing that certain judgments may 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 specifying the events that cause the dissolution of 118 protected series of series limited liability 119 companies; creating s. 605.2502, F.S.; specifying 120 requirements and authorizations relating to dissolved 121 protected series; specifying that a series limited 122 liability company has not completed winding up until 123 each of the protected series of the company has done 124 so; creating s. 605.2503, F.S.; providing for the 125 effect of reinstatement of series limited liability 126 companies and revocation of voluntary dissolutions; 127 creating s. 605.2601, F.S.; defining terms; creating 128 s. 605.2602, F.S.; prohibiting protected series from 129 involvement in certain transactions; creating s. 130 605.2603, F.S.; prohibiting series limited liability 131 companies from involvement in certain transactions; 132 creating s. 605.2604, F.S.; authorizing series limited 133 liability companies to be a party to a merger under 134 certain circumstances; creating s. 605.2605, F.S.; 135 requiring that plans of merger meet certain 136 requirements; creating s. 605.2606, F.S.; requiring 137 articles of merger to meet certain requirements; 138 creating s. 605.2607, F.S.; providing effects of 139 mergers of protected series; creating s. 605.2608, 140 F.S.; providing the means for enforcement of 141 creditors rights; providing applicability of certain 142 provisions after a merger; creating s. 605.2701, F.S.; 143 providing that the law of the governing jurisdiction 144 of a foreign series limited liability companys 145 formation governs certain aspects of the internal 146 affairs of the foreign series limited liability 147 company; providing applicability; creating s. 148 605.2702, F.S.; specifying requirements for making a 149 specified determination relating to certain companies 150 transacting business in this state or being subject to 151 the personal jurisdiction of the courts in this state; 152 creating s. 605.2703, F.S.; providing applicability of 153 laws of this state relating to certificates of 154 authority for foreign series limited liability 155 companies and foreign protected series of such 156 companies; requiring that an application by a foreign 157 protected series for a certificate of authority 158 include certain information and comply with specified 159 provisions; providing applicability; creating s. 160 605.2704, F.S.; requiring foreign series limited 161 liability companies and foreign protected series of 162 such companies to make specified disclosures; tolling 163 such requirements under certain circumstances; 164 authorizing certain parties to make a specified 165 request or bring a separate proceeding if such company 166 or series fails to make the disclosures; creating s. 167 605.2801, F.S.; providing applicability of provisions 168 relating to electronic signatures; creating s. 169 605.2802, F.S.; providing construction; prohibiting 170 domestic limited liability companies from creating or 171 designating any protected series before a specified 172 date; providing an effective date. 173 174 Be It Enacted by the Legislature of the State of Florida: 175 176 Section 1.Present subsection (7) of section 48.062, 177 Florida Statutes, is redesignated as subsection (11), a new 178 subsection (7) and subsections (8), (9), and (10) are added to 179 that section, and subsections (1) and (6) of that section are 180 amended, to read: 181 48.062Service on a domestic limited liability company or 182 registered foreign limited liability company. 183 (1)As used in this section, the term: 184 (a)Registered foreign limited liability company means a 185 foreign limited liability company that has an active certificate 186 of authority to transact business in this state pursuant to a 187 record filed with the Department of State. 188 (b)Registered foreign protected series of a foreign 189 series limited liability company means a protected series of a 190 foreign series limited liability company that has an active 191 certificate of authority to transact business in this state 192 pursuant to a record filed with the Department of State. 193 (c)Registered foreign series limited liability company 194 means a foreign series limited liability company that has an 195 active certificate of authority to transact business in this 196 state pursuant to a record filed with the Department of State. 197 (6)A foreign limited liability company, foreign series 198 limited liability company, or foreign protected series of a 199 foreign series limited liability company engaging in business in 200 this state which is not registered is considered, for purposes 201 of service of process, a nonresident engaging in business in 202 this state and may be served pursuant to s. 48.181 or by order 203 of the court under s. 48.102. 204 (7)Service of a summons and complaint on a series limited 205 liability company is notice to each protected series of the 206 series limited liability company of service of the summons and 207 complaint and the contents of the complaint. 208 (8)Service of a summons and complaint on a protected 209 series of a series limited liability company is notice to the 210 series limited liability company and any other protected series 211 of the series limited liability company of service of the 212 summons and complaint and the contents of the complaint. 213 (9)Service of a summons and complaint on a registered 214 foreign series limited liability company is notice to each 215 registered foreign protected series of the registered foreign 216 series limited liability company of service of the summons and 217 complaint and the contents of the complaint. 218 (10)Service of a summons and complaint on a registered 219 foreign protected series of a foreign series limited liability 220 company is notice to the foreign series limited liability 221 company and to any other registered foreign protected series of 222 the foreign series limited liability company of service of the 223 summons and complaint and the contents of the complaint. 224 (11)This section does not apply to service of process on 225 insurance companies. 226 Section 2.Subsection (1) of section 605.0103, Florida 227 Statutes, is amended to read: 228 605.0103Knowledge; notice. 229 (1)A person knows a fact if the person: 230 (a)Has actual knowledge of the fact; or 231 (b)Is deemed to know the fact under paragraph (4)(a) 232 (4)(b), or a law other than this chapter. 233 Section 3.Subsection (3) of section 605.0117, Florida 234 Statutes, is amended to read: 235 605.0117Serving process, giving notice, or making a 236 demand. 237 (3)A registered series of a foreign series limited 238 liability company may be served in the same manner as a 239 registered limited liability company. 240 Section 4.Paragraphs (c) through (g) of subsection (1) and 241 subsection (2) of section 605.0211, Florida Statutes, are 242 amended to read: 243 605.0211Certificate of status. 244 (1)The department, upon request and payment of the 245 requisite fee, shall issue a certificate of status for a limited 246 liability company if the records filed in the department show 247 that the department has accepted and filed the companys 248 articles of organization. A certificate of status must state the 249 following: 250 (c)Whether all fees and penalties due to the department 251 under this chapter have been paid. 252 (d)Whether If the companys most recent annual report 253 required under s. 605.0212 has not been filed by the department. 254 (e)Whether If the department has administratively 255 dissolved the company or received a record notifying the 256 department that the company has been dissolved by judicial 257 action pursuant to s. 605.0705. 258 (f)Whether If the department has filed articles of 259 dissolution for the company. 260 (g)Whether If the department has accepted and filed a 261 statement of termination. 262 (2)The department, upon request and payment of the 263 requisite fee, shall furnish a certificate of status for a 264 foreign limited liability company if the filed records filed 265 show that the department has filed a certificate of authority 266 for that company. A certificate of status for a foreign limited 267 liability company must state the following: 268 (a)The foreign limited liability companys name and any 269 current alternate name adopted under s. 605.0906(1) for use in 270 this state. 271 (b)That the foreign limited liability company is 272 authorized to transact business in this state. 273 (c)Whether all fees and penalties due to the department 274 under this chapter or other law have been paid. 275 (d)Whether If the foreign limited liability companys most 276 recent annual report required under s. 605.0212 has not been 277 filed by the department. 278 (e)Whether If the department has: 279 1.Revoked the foreign limited liability companys 280 certificate of authority; or 281 2.Filed a notice of withdrawal of certificate of authority 282 of the foreign limited liability company. 283 Section 5.Section 605.2101, Florida Statutes, is created 284 to read: 285 605.2101Short title.Sections 605.2101-605.2802 may be 286 cited as the Uniform Protected Series Provisions. 287 Section 6.Section 605.2102, Florida Statutes, is created 288 to read: 289 605.2102Definitions.As used in ss. 605.2101-605.2802, the 290 term: 291 (1)Asset means either of the following: 292 (a)Property in which a series limited liability company or 293 a protected series has rights; or 294 (b)Property as to which the series limited liability 295 company or protected series has the power to transfer rights. 296 (2)Associated asset means an asset that meets the 297 requirements of s. 605.2301. 298 (3)Associated member means a member that meets the 299 requirements of s. 605.2302. 300 (4)Foreign protected series means a series, protected 301 series, protected cell, segregated account, or similar part of a 302 foreign limited liability company, however the part is 303 denominated, which is established under law that limits, or 304 limits if conditions specified under law are satisfied, the 305 liability of the part to a creditor of the foreign company or of 306 another part of the structure, regardless of whether the law 307 uses the term protected series. 308 (5)Foreign series limited liability company means a 309 foreign limited liability company that has at least one foreign 310 series or protected series. 311 (6)Non-associated asset means either of the following: 312 (a)An asset of a series limited liability company which is 313 not an associated asset of the company; or 314 (b)An asset of a protected series of a series limited 315 liability company which is not an associated asset of the 316 protected series. 317 (7)Person has the same meaning as in s. 605.0102 and 318 includes a protected series, however denominated, of an entity 319 if the protected series is established under law that limits, or 320 limits if conditions specified under law are satisfied, the 321 ability of a creditor of the entity or of another protected 322 series of the entity to satisfy a claim from assets of the 323 protected series. 324 (8)Protected series, except in the phrase foreign 325 protected series, means a protected series established under s. 326 605.2201. 327 (9)Protected-series manager means a person under whose 328 authority the powers of a protected series are exercised and 329 under whose direction the activities and affairs of the 330 protected series are managed under the operating agreement and 331 this chapter. 332 (10)Protected-series transferable interest means the 333 right, as initially owned by a person in the persons capacity 334 as an associated member, to receive distributions from a 335 protected series, regardless of whether the person remains a 336 member or continues to own any part of the right. The term 337 includes a fraction of an interest. 338 (11)Protected-series transferee means a person other 339 than the series limited liability company to which all or part 340 of a protected-series transferable interest of a protected 341 series of a series limited liability company has been 342 transferred. The term includes a person that owns a protected 343 series transferable interest as a result of ceasing to be an 344 associated member of a protected series. 345 (12)Registered foreign protected series means a 346 protected series of a foreign series limited liability company 347 that has an active certificate of authority to transact business 348 in this state pursuant to a record filed with the department. 349 (13)Registered foreign series limited liability company 350 means a foreign series limited liability company that has an 351 active certificate of authority to transact business in this 352 state pursuant to a record filed with the department. 353 (14)Series limited liability company, except in the 354 phrase foreign series limited liability company, means a 355 domestic limited liability company that has at least one 356 protected series. 357 Section 7.Section 605.2103, Florida Statutes, is created 358 to read: 359 605.2103Nature of protected status.A protected series of 360 a series limited liability company is a person distinct from all 361 of the following: 362 (1)The series limited liability company, subject to ss. 363 605.2104(3), 605.2501(1), and 605.2502(4). 364 (2)Another protected series of the series limited 365 liability company. 366 (3)A member of the series limited liability company, 367 regardless of whether the member is an associated member of the 368 protected series of the series limited liability company. 369 (4)A protected-series transferee of a protected series of 370 the series limited liability company. 371 (5)A transferee of a transferable interest of the series 372 limited liability company. 373 Section 8.Section 605.2104, Florida Statutes, is created 374 to read: 375 605.2104Powers and duration of protected series. 376 (1)A protected series of a series limited liability 377 company has the capacity to sue and be sued in its own name. 378 (2)Except as otherwise provided in subsections (3) and 379 (4), a protected series of a series limited liability company 380 has the same powers and purposes as the series limited liability 381 company. 382 (3)A protected series of a series limited liability 383 company ceases to exist not later than when the series limited 384 liability company completes its winding up. 385 (4)A protected series of a series limited liability 386 company may not be or do, as applicable, any of the following: 387 (a)Be a member of the series limited liability company; 388 (b)Establish a protected series; or 389 (c)Except as permitted by the laws of this state other 390 than this chapter, have a purpose or power, or take an action, 391 that the laws of this state other than this chapter prohibit a 392 limited liability company from having or doing. 393 Section 9.Section 605.2105, Florida Statutes, is created 394 to read: 395 605.2105Protected series governing law.The laws of this 396 state govern the following: 397 (1)The internal affairs of a protected series of a series 398 limited liability company, including all of the following: 399 (a)Relations among any associated members of the protected 400 series. 401 (b)Relations between the protected series and: 402 1.Any associated member; 403 2.Any protected-series manager; or 404 3.Any protected-series transferee. 405 (c)Relations between any associated member and: 406 1.Any protected-series manager; or 407 2.Any protected-series transferee. 408 (d)The rights and duties of a protected-series manager. 409 (e)Governance decisions affecting the activities and 410 affairs of the protected series and the conduct of those 411 activities and affairs. 412 (f)Procedures and conditions for becoming an associated 413 member or a protected-series transferee. 414 (2)The relations between a protected series of a series 415 limited liability company and each of the following: 416 (a)The series limited liability company. 417 (b)Another protected series of the series limited 418 liability company. 419 (c)A member of the series limited liability company which 420 is not an associated member of the protected series of the 421 series limited liability company. 422 (d)A protected-series manager that is not a protected 423 series manager of the protected series. 424 (e)A protected-series transferee that is not a protected 425 series transferee of the protected series. 426 (3)The liability of a person for a debt, an obligation, or 427 another liability of a protected series of a series limited 428 liability company if the debt, obligation, or liability is 429 asserted solely by reason of the person being or acting as any 430 of the following: 431 (a)An associated member, protected-series transferee, or 432 protected-series manager of the protected series; 433 (b)A member of the series limited liability company which 434 is not an associated member of the protected series; 435 (c)A protected-series manager that is not a protected 436 series manager of the protected series; 437 (d)A protected-series transferee that is not a protected 438 series transferee of the protected series; 439 (e)A manager of the series limited liability company; or 440 (f)A transferee of a transferable interest of the series 441 limited liability company. 442 (4)The liability of a series limited liability company for 443 a debt, an obligation, or another liability of a protected 444 series of the series limited liability company if the debt, 445 obligation, or liability is asserted solely in connection with 446 any of the following on the part of the series limited liability 447 company: 448 (a)Having delivered to the department for filing under s. 449 605.2201(2) a protected series designation pertaining to the 450 protected series or under s. 605.2201(4) or s. 605.2202(3) a 451 statement of designation change pertaining to the protected 452 series; 453 (b)Being or acting as a protected-series manager of the 454 protected series; 455 (c)Having the protected series be or act as a manager of 456 the series limited liability company; or 457 (d)Owning a protected-series transferable interest of the 458 protected series. 459 (5)The liability of a protected series of a series limited 460 liability company for a debt, an obligation, or another 461 liability of the series limited liability company or of another 462 protected series of the series limited liability company if the 463 debt, obligation, or liability is asserted solely by reason of 464 any of the following: 465 (a)The protected series: 466 1.Being a protected series of the series limited liability 467 company or having as a protected-series manager the series 468 limited liability company or another protected series of the 469 series limited liability company; or 470 2.Being or acting as a protected-series manager of another 471 protected series of the series limited liability company or a 472 manager of the series limited liability company; or 473 (b)The series limited liability company owning a 474 protected-series transferable interest of the protected series. 475 Section 10.Section 605.2106, Florida Statutes, is created 476 to read: 477 605.2106Relation of a protected series operating agreement 478 and the protected series provisions of this chapter. 479 (1)Except as otherwise provided in this section, and 480 subject to ss. 605.2107 and 605.2108, the operating agreement of 481 a series limited liability company governs the following: 482 (a)The internal affairs of a protected series, including 483 all of the following: 484 1.Relations among any associated members of the protected 485 series. 486 2.Relations between the protected series and: 487 a.Any associated member of the protected series; 488 b.Any protected-series manager; or 489 c.Any protected-series transferee. 490 3.Relations between any associated member and: 491 a.Any protected-series manager; or 492 b.Any protected-series transferee. 493 4.The rights and duties of a protected-series manager. 494 5.Governance decisions affecting the activities and 495 affairs of the protected series and the conduct of those 496 activities and affairs. 497 6.Procedures and conditions for becoming an associated 498 member or a protected-series transferee. 499 (b)Relations between a protected series of the series 500 limited liability company and each of the following: 501 1.The series limited liability company. 502 2.Another protected series of the series limited liability 503 company. 504 3.The protected series, any of its protected-series 505 managers, any associated member of the protected series, or any 506 protected-series transferee of the protected series. 507 4.A person in the persons capacity as: 508 a.A member of the series limited liability company which 509 is not an associated member of the protected series; 510 b.A protected-series transferee or protected-series 511 manager of another protected series; or 512 c.A transferee of the series limited liability company. 513 (2)If this chapter restricts the power of an operating 514 agreement to affect a matter, the restriction applies to a 515 matter under ss. 605.2101-605.2802 in accordance with s. 516 605.0105. 517 (3)If a law of this state other than this chapter imposes 518 a prohibition, limitation, requirement, condition, obligation, 519 liability, or other restriction on a limited liability company; 520 a member, a manager, or another agent of a limited liability 521 company; or a transferee of a limited liability company, except 522 as otherwise provided in the laws of this state other than this 523 chapter, the restriction applies in accordance with s. 605.2108. 524 (4)Except as otherwise provided in s. 605.2107, if the 525 operating agreement of a series limited liability company does 526 not provide for a matter described in subsection (1) in a manner 527 authorized by ss. 605.2101-605.2802, the matter is determined in 528 accordance with the following: 529 (a)To the extent that ss. 605.2101-605.2802 address the 530 matter, ss. 605.2101-605.2802 govern. 531 (b)To the extent that ss. 605.2101-605.2802 do not address 532 the matter, this chapter governs the matter in accordance with 533 s. 605.2108. 534 Section 11.Section 605.2107, Florida Statutes, is created 535 to read: 536 605.2107Additional limitations on operating agreements. 537 (1)An operating agreement may not vary the effect of: 538 (a)This section; 539 (b)Section 605.2103; 540 (c)Section 605.2104(1); 541 (d)Section 605.2104(2), to provide a protected series a 542 power beyond those provided in this chapter to a limited 543 liability company; 544 (e)Section 605.2104(3) or (4); 545 (f)Section 605.2105; 546 (g)Section 605.2106; 547 (h)Section 605.2108; 548 (i)Section 605.2201, except to vary the manner in which a 549 series limited liability company approves establishing a 550 protected series; 551 (j)Section 605.2202; 552 (k)Section 605.2301; 553 (l)Section 605.2302; 554 (m)Section 605.2303(1) or (2); 555 (n)Section 605.2304(3) or (6); 556 (o)Section 605.2401, except to decrease or eliminate a 557 limitation of liability stated in that section; 558 (p)Section 605.2402; 559 (q)Section 605.2403; 560 (r)Section 605.2404; 561 (s)Section 605.2501(1), (4), and (5); 562 (t)Section 605.2502, except to designate a different 563 person to manage winding up; 564 (u)Section 605.2503; 565 (v)Sections 605.2601-605.2608; 566 (w)Sections 605.2701-605.2704; 567 (x)Sections 605.2801-605.2802, except to vary the person 568 that has the right to sign and deliver to the department for 569 filing a record under this chapter; or 570 (y)A provision of this chapter pertaining to: 571 1.A registered office or registered agents; or 572 2.The department, including provisions relating to records 573 authorized or required to be delivered to the department for 574 filing under this chapter. 575 (2)An operating agreement may not unreasonably restrict 576 the duties and rights conferred under s. 605.2305 but may impose 577 reasonable restrictions on the availability and use of 578 information obtained under that section and may provide 579 appropriate remedies, including liquidated damages, for a breach 580 of any reasonable restriction on use. 581 Section 12.Section 605.2108, Florida Statutes, is created 582 to read: 583 605.2108Application of this chapter to protected series. 584 (1)Except as otherwise provided in subsection (2) and s. 585 605.2107, the following provisions apply in the application of 586 ss. 605.2106, 605.2304(3) and (6), 605.2501(4)(a), 605.2502(1), 587 and 605.2503(2): 588 (a)A protected series of a series limited liability 589 company is deemed to be a limited liability company that is 590 formed separately from the series limited liability company and 591 is distinct from the series limited liability company and any 592 other protected series of the series limited liability company; 593 (b)An associated member of the protected series of a 594 series limited liability company is deemed to be a member of the 595 series limited liability company deemed to exist under paragraph 596 (a); 597 (c)A protected-series transferee of the protected series 598 is deemed to be a transferee of the series limited liability 599 company deemed to exist under paragraph (a); 600 (d)A protected-series transferable interest of the 601 protected series is deemed to be a transferable interest of the 602 series limited liability company deemed to exist under paragraph 603 (a); 604 (e)A protected-series manager is deemed to be a manager of 605 the series limited liability company deemed to exist under 606 paragraph (a); 607 (f)An asset of the protected series is deemed to be an 608 asset of the series limited liability company deemed to exist 609 under paragraph (a), regardless of whether the asset is an 610 associated asset of the protected series; or 611 (g)Any creditor or other obligee of the protected series 612 is deemed to be a creditor or obligee of the series limited 613 liability company deemed to exist under paragraph (a). 614 (2)Subsection (1) does not apply if its application would 615 do either of the following: 616 (a)Contravene s. 605.0105; or 617 (b)Authorize or require the department to: 618 1.Accept for filing a type of record which this chapter 619 does not authorize or require a person to deliver to the 620 department for filing; or 621 2.Make or deliver a record that this chapter does not 622 authorize or require the department to make or deliver. 623 (3)Except to the extent otherwise specified in ss. 624 605.2101-605.2802, the provisions of this chapter applicable to 625 limited liability companies in general and their managers, 626 members, and transferees, including, but not limited to, 627 provisions relating to formation, powers, operation, existence, 628 management, court proceedings, and filings with the department 629 and other state or local government agencies, are applicable to 630 each series limited liability company and to each protected 631 series established pursuant to s. 605.2201. 632 Section 13.Section 605.2201, Florida Statutes, is created 633 to read: 634 605.2201Establishment of protected series; change of 635 designation. 636 (1)With the affirmative vote or consent of all members of 637 a limited liability company, the company may establish a 638 protected series. 639 (2)To establish a protected series, a limited liability 640 company shall deliver to the department for filing a protected 641 series designation, signed by the company, stating the name of 642 the company and the name of the protected series to be 643 established, and any other information the department requires 644 for filing. 645 (3)A protected series is established when the protected 646 series designation takes effect under s. 605.0207. 647 (4)To amend a protected series designation, a series 648 limited liability company shall deliver to the department for 649 filing a statement of designation change, signed by the company, 650 that sets forth the following: 651 (a)The name of the series limited liability company and 652 the name of the protected series to which the change to the 653 protected series designation applies; 654 (b)Each change to the protected series designation; and 655 (c)A statement that each designation change was approved 656 by the affirmative vote or consent of the members of the series 657 limited liability company required to make each change to the 658 protected series designation. 659 (5)Each designation change made pursuant to subsection (4) 660 takes effect when the statement of designation change takes 661 effect under s. 605.0207. 662 Section 14.Section 605.2202, Florida Statutes, is created 663 to read: 664 605.2202Protected series name. 665 (1)Except as otherwise provided in subsection (2), the 666 name of a protected series must comply with s. 605.0112. 667 (2)The name of a protected series of a series limited 668 liability company must: 669 (a)Begin with the name of the series limited liability 670 company, including any word or abbreviation required by s. 671 605.0112; and 672 (b)Contain the phrase protected series or the 673 abbreviation P.S. or PS. 674 (3)If a series limited liability company changes its name, 675 the company must deliver to the department for filing a 676 statement of designation change for each of the companys 677 protected series, changing the name of each protected series to 678 comply with this section. 679 Section 15.Section 605.2203, Florida Statutes, is created 680 to read: 681 605.2203Registered agent. 682 (1)The registered agent in this state for a series limited 683 liability company is the registered agent in this state for each 684 protected series of that company. 685 (2)Before delivering a protected series designation to the 686 department for filing, a series limited liability company must 687 agree with a registered agent specifying that the agent will 688 serve as the registered agent in this state for that company and 689 for each protected series of that company. 690 (3)A person that signs a protected series designation 691 delivered to the department for filing affirms as a fact that 692 the series limited liability company on whose behalf the 693 designation is delivered has complied with subsection (2). 694 (4)A person that ceases to be the registered agent for a 695 series limited liability company ceases to be the registered 696 agent for each protected series of that company. 697 (5)A person that ceases to be the registered agent for a 698 protected series of a series limited liability company, other 699 than as a result of the termination of the protected series, 700 ceases to be the registered agent of that company and any other 701 protected series of that company. 702 (6)Except as otherwise agreed upon by a series limited 703 liability company and its registered agent, the registered agent 704 is not obligated to distinguish between a process, notice, 705 demand, or other record concerning the company and a process, 706 notice, demand, or other record concerning a protected series of 707 the company. 708 Section 16.Section 605.2204, Florida Statutes, is created 709 to read: 710 605.2204Series limited liability company; service of 711 process; giving notice or making demand. 712 (1)Process against a series limited liability company, a 713 protected series of a series limited liability company, a 714 registered foreign series limited liability company, or a 715 registered foreign protected series of a registered foreign 716 series limited liability company, respectively, may be served in 717 the same manner as service is made on each such entity under s. 718 48.062 and chapter 48 or chapter 49. 719 (2)Any notice or demand on a series limited liability 720 company or a protected series of a series limited liability 721 company under this chapter may be given or made to any member of 722 a member-managed series limited liability company or to any 723 manager of a manager-managed series limited liability company; 724 to the registered agent of a series limited liability company at 725 the registered office of the series limited liability company in 726 this state; or to any other address in this state which is the 727 principal office in this state of the series limited liability 728 company. 729 (3)Any notice or demand on a registered foreign series 730 limited liability company or a registered foreign protected 731 series of a registered foreign series limited liability company 732 under this chapter may be given or made to any member of a 733 member-managed foreign series limited liability company or to 734 any manager of a manager-managed foreign series limited 735 liability company; to the registered agent of the registered 736 foreign series limited liability company at the registered 737 office of the registered foreign series limited liability 738 company in this state; or to the principal office address, or 739 any other address in this state which is, in fact, the principal 740 office in this state of the registered foreign series limited 741 liability company. 742 (4)This section does not affect the right to serve process 743 on, give notice to, or make a demand on a series limited 744 liability company or any protected series of a series limited 745 liability company, or to or on any foreign series limited 746 liability company or any protected series of the foreign series 747 limited liability company, in any other manner provided by law. 748 Section 17.Section 605.2205, Florida Statutes, is created 749 to read: 750 605.2205Certificate of status for domestic or foreign 751 protected series. 752 (1)The department, upon request, payment of the requisite 753 fee, and compliance with any other filing requirements of the 754 department, shall issue a certificate of status for a protected 755 series of a series limited liability company if the records 756 filed in the department show that the department has accepted 757 and filed articles of organization for the series limited 758 liability company and a protected series designation for the 759 protected series. A certificate of status for a protected series 760 of a series limited liability company must state all of the 761 following: 762 (a)The series limited liability companys name. 763 (b)The name of the protected series. 764 (c)That the series limited liability company was organized 765 under the laws of this state and the date of organization. 766 (d)That the protected series was designated under the laws 767 of this state and the date of designation. 768 (e)Whether all fees and penalties due to the department 769 under this chapter or other law by the series limited liability 770 company and the protected series have been paid. 771 (f)Whether the series limited liability companys most 772 recent annual report required by s. 605.0212 has been filed by 773 the department. 774 (g)Whether the series limited liability companys most 775 recent annual report includes the name of the protected series, 776 unless: 777 1.When the series limited liability company delivered the 778 annual report for filing, the protected series designation 779 pertaining to the protected series had not yet taken effect; or 780 2.After the series limited liability company delivered the 781 annual report for filing, the company delivered to the 782 department for filing a statement of designation change, which 783 changes the name of the protected series. 784 (h)Whether the department has administratively dissolved 785 the series limited liability company or received a record 786 notifying the department that the company has been dissolved by 787 judicial action pursuant to s. 605.0705. 788 (i)Whether the department has administratively dissolved 789 the protected series or received a record notifying the 790 department that the protected series has been dissolved by 791 judicial action pursuant to s. 605.2501(4) or (5). 792 (j)Whether the department has filed articles of 793 dissolution for the series limited liability company. 794 (k)Whether the department has filed a statement of 795 dissolution, termination, or relocation for the protected 796 series. 797 (2)The department, upon request, payment of the requisite 798 fee, and compliance with any other filing requirements of the 799 department, shall issue a certificate of status for a foreign 800 protected series of a foreign series limited liability company 801 if the records filed in the department show that the department 802 has filed a certificate of authority for the foreign series 803 limited liability company and a certificate of authority for the 804 foreign protected series. A certificate of status for a 805 registered foreign protected series of a registered foreign 806 series limited liability company must state all of the 807 following: 808 (a)The foreign series limited liability companys name and 809 any current alternative name adopted under s. 605.0906(1) for 810 use in this state. 811 (b)The name of the foreign protected series and any 812 current alternative name adopted under s. 605.0906(1) for use in 813 this state. 814 (c)That the foreign series limited liability company is 815 authorized to transact business in this state. 816 (d)That the foreign protected series is authorized to 817 transact business in this state. 818 (e)Whether all fees and penalties due to the department 819 under this chapter or other law by the foreign series limited 820 liability company and the foreign protected series have been 821 paid. 822 (f)Whether the foreign series limited liability companys 823 most recent annual report required by s. 605.0212 has been filed 824 by the department. 825 (g)Whether the foreign series limited liability companys 826 most recent annual report includes the name of the foreign 827 protected series, unless: 828 1.When the foreign series limited liability company 829 delivered the annual report for filing, the foreign protected 830 series designation pertaining to the foreign protected series 831 had not yet taken effect; or 832 2.After the foreign series limited liability company 833 delivered the annual report for filing, the foreign series 834 limited liability company delivered to the department for filing 835 a statement of designation change which changes the name of the 836 foreign protected series. 837 (h)Whether the department has: 838 1.Revoked the foreign series limited liability companys 839 certificate of authority or revoked the foreign protected series 840 certificate of authority; or 841 2.Filed a notice of withdrawal of the certificate of 842 authority for the foreign series limited liability company or 843 for the foreign protected series. 844 (3)Subject to any qualification stated by the department 845 in a certificate of status, a certificate of status issued by 846 the department may be relied upon as conclusive evidence of the 847 facts stated in the certificate of status as to the active 848 status of the domestic or foreign series limited liability 849 company and any protected series of the domestic or foreign 850 limited liability company authorized to transact business in 851 this state. 852 Section 18.Section 605.2206, Florida Statutes, is created 853 to read: 854 605.2206Information required in annual report; failure to 855 comply. 856 (1)In the annual report required by s. 605.0212, a series 857 limited liability company shall include the name of each 858 protected series of the company: 859 (a)For which the series limited liability company has 860 previously delivered to the department for filing a protected 861 series designation; and 862 (b)Which has not dissolved and completed winding up. 863 (2)The failure of a series limited liability company to 864 comply with subsection (1) with regard to a protected series 865 prevents issuance of a certificate of status pertaining to the 866 protected series, but does not otherwise affect the protected 867 series. 868 (3)In the annual report required by s. 605.0212, a 869 registered foreign series limited liability company shall 870 include the name of each registered foreign protected series of 871 the registered foreign series limited liability company: 872 (a)For which the registered foreign series limited 873 liability company has previously delivered to the department for 874 filing an application for a certificate of authority to transact 875 business in this state, which has been accepted by the 876 department; and 877 (b)Which has not withdrawn its certificate of authority to 878 transact business in this state. 879 (4)The failure of a registered foreign series limited 880 liability company to comply with subsection (3) with regard to a 881 registered foreign protected series prevents issuance of a 882 certificate of status pertaining to the registered foreign 883 protected series. 884 Section 19.Section 605.2301, Florida Statutes, is created 885 to read: 886 605.2301Associated asset. 887 (1)Only an asset of a protected series may be an 888 associated asset of the protected series. Only an asset of a 889 series limited liability company may be an associated asset of 890 the company. 891 (2)(a)An asset of a protected series of a series limited 892 liability company is an associated asset of the protected series 893 only if the protected series creates and maintains records that 894 state the name of the protected series and describe the asset 895 with sufficient specificity to permit a disinterested, 896 reasonable individual to: 897 1.Identify the asset and distinguish it from any other 898 asset of the protected series, any asset of the series limited 899 liability company, and any asset of any other protected series 900 of the company; 901 2.Determine when and from which person the protected 902 series acquired the asset or how the asset otherwise became an 903 asset of the protected series; and 904 3.If the protected series acquired the asset from the 905 series limited liability company or another protected series of 906 the company, determine any consideration paid, the payor, and 907 the payee. 908 (b)A deed or other instrument granting an interest in real 909 property to or from one or more protected series of a series 910 limited liability company, or any other instrument otherwise 911 affecting an interest in real property held by one or more 912 protected series of a series limited liability company, in each 913 case to the extent such deed or other instrument is in favor of 914 a person who gives value without knowledge of the lack of 915 authority of the person signing and delivering a deed or other 916 instrument and is recorded in the office for recording transfers 917 or other matters affecting real property, is conclusive of the 918 authority of the person signing and constitutes a record that 919 such interest in real property is an associated asset or 920 liability, as applicable, of the protected series. 921 (3)(a)An asset of a series limited liability company is an 922 associated asset of the company only if the company creates and 923 maintains records that state the name of the company and 924 describe the asset with sufficient specificity to permit a 925 disinterested, reasonable individual to: 926 1.Identify the asset and distinguish it from any other 927 asset of the series limited liability company and any asset of 928 any protected series of the company; 929 2.Determine when and from which person the series limited 930 liability company acquired the asset or how the asset otherwise 931 became an asset of the company; and 932 3.If the series limited liability company acquired the 933 asset from a protected series of the company, determine any 934 consideration paid, the payor, and the payee. 935 (b)A deed or other instrument granting an interest in real 936 property to or from a series limited liability company, or any 937 other instrument otherwise affecting an interest in real 938 property held by a series limited liability company, in each 939 case to the extent such deed or other instrument is in favor of 940 a person who gives value without knowledge of the lack of 941 authority of the person signing and delivering a deed or other 942 instrument and is recorded in the office for recording transfers 943 or other matters affecting real property, is conclusive of the 944 authority of the person signing and constitutes a record that 945 such interest in real property is an associated asset or 946 liability, as applicable, of the series limited liability 947 company. 948 (4)The records and recordkeeping required by subsections 949 (2) and (3) may be organized by specific listing, category, 950 type, quantity, or computational or allocative formula or 951 procedure, including a percentage or share of any asset, or in 952 any other reasonable manner. 953 (5)To the extent authorized by this chapter and the laws 954 of this state other than this chapter, a series limited 955 liability company or protected series of a series limited 956 liability company may hold an associated asset directly or 957 indirectly, through a representative, nominee, or similar 958 arrangement, except for the following: 959 (a)A protected series may not hold an associated asset in 960 the name of the series limited liability company or another 961 protected series of the company; and 962 (b)A series limited liability company may not hold an 963 associated asset in the name of a protected series of the 964 company. 965 Section 20.Section 605.2302, Florida Statutes, is created 966 to read: 967 605.2302Associated member. 968 (1)Only a member of a series limited liability company may 969 be an associated member of a protected series of the company. 970 (2)A member of a series limited liability company becomes 971 an associated member of a protected series of the company if the 972 operating agreement or a procedure established by the operating 973 agreement states all of the following: 974 (a)That the member is an associated member of the 975 protected series. 976 (b)The date on which the member became an associated 977 member of the protected series. 978 (c)Any protected-series transferable interest the 979 associated member has in connection with becoming or being an 980 associated member of the protected series. 981 (3)If a person that is an associated member of a protected 982 series of a series limited liability company is dissociated from 983 the company, the person ceases to be an associated member of the 984 protected series. 985 Section 21.Section 605.2303, Florida Statutes, is created 986 to read: 987 605.2303Protected-series transferable interest. 988 (1)A protected-series transferable interest of a protected 989 series of a series limited liability company must be owned 990 initially by an associated member of the protected series or the 991 series limited liability company. 992 (2)If a protected series of a series limited liability 993 company has no associated members when established, the company 994 owns the protected-series transferable interests in the 995 protected series. 996 (3)In addition to acquiring a protected-series 997 transferable series interest under subsection (2), a series 998 limited liability company may acquire a protected-series 999 transferable interest through a transfer from another person or 1000 as provided in the operating agreement. 1001 (4)Except for s. 605.2108(1)(c), any provision of this 1002 chapter which applies to a protected-series transferee of a 1003 protected series of a series limited liability company applies 1004 to the company in its capacity as an owner of a protected-series 1005 transferable interest of the protected series. Any provision of 1006 the operating agreement of a series limited liability company 1007 which applies to a protected-series transferee of a protected 1008 series of the company applies to the company in its capacity as 1009 an owner of a protected-series transferable interest of the 1010 protected series. 1011 Section 22.Section 605.2304, Florida Statutes, is created 1012 to read: 1013 605.2304Management. 1014 (1)A protected series may have one or more protected 1015 series managers. 1016 (2)If a protected series has no associated members, the 1017 series limited liability company is the protected-series 1018 manager. 1019 (3)Section 605.2108 applies to the determination of any 1020 duties of a protected-series manager of a protected series to 1021 each of the following: 1022 (a)The protected series. 1023 (b)Any associated member of the protected series. 1024 (c)Any protected-series transferee of the protected 1025 series. 1026 (4)Solely by reason of being or acting as a protected 1027 series manager of a protected series, a person owes no duty to 1028 any of the following: 1029 (a)The series limited liability company. 1030 (b)Another protected series of the series limited 1031 liability company. 1032 (c)Another person in that persons capacity as: 1033 1.A member of the series limited liability company which 1034 is not an associated member of the protected series; 1035 2.A protected-series transferee or protected-series 1036 manager of another protected series; or 1037 3.A transferee of the series limited liability company. 1038 (5)An associated member of a protected series of a series 1039 limited liability company has the same rights as any other 1040 member of the company to vote on or consent to an amendment to 1041 the companys operating agreement or any other matter being 1042 decided by the members, regardless of whether the amendment or 1043 matter affects the interests of the protected series or the 1044 associated member. 1045 (6)The right of a member to maintain a derivative action 1046 to enforce a right of a limited liability company pursuant to s. 1047 605.0802 applies to each of the following: 1048 (a)An associated member of a protected series, in 1049 accordance with s. 605.2108. 1050 (b)A member of a series limited liability company, in 1051 accordance with s. 605.2108. 1052 (7)An associated member of a member-managed protected 1053 series is an agent for the protected series with power to bind 1054 the protected series to the same extent that a member of a 1055 member-managed limited liability company is an agent for the 1056 company with power to bind the company under s. 605.04074(1)(a). 1057 A protected-series manager of a manager-managed protected series 1058 is an agent for the protected series with power to bind the 1059 protected series to the same extent that a manager of a manager 1060 managed limited liability company is an agent for the company 1061 with power to bind the company under s. 605.04074(2)(b). 1062 Section 23.Section 605.2305, Florida Statutes, is created 1063 to read: 1064 605.2305Right of a person that is not an associated member 1065 of a protected series to information of a protected series. 1066 (1)A member of a series limited liability company which is 1067 not an associated member of a protected series of the company 1068 has a right to information concerning the protected series to 1069 the same extent, in the same manner, and under the same 1070 conditions that a member that is not a manager of a manager 1071 managed limited liability company has a right to information of 1072 the company under s. 605.0410(1) and (3)(b). 1073 (2)A person that was formerly an associated member of a 1074 protected series has a right to information concerning the 1075 protected series to the same extent, in the same manner, and 1076 under the same conditions that a person dissociated as a member 1077 of a manager-managed limited liability company has a right to 1078 information concerning the limited liability company under s. 1079 605.0410(4) or other applicable law. 1080 (3)If an associated member of a protected series dies, the 1081 legal representative of the deceased associated member has a 1082 right to information concerning the protected series to the same 1083 extent, in the same manner, and under the same conditions that 1084 the legal representative of a deceased member of a limited 1085 liability company has a right to information concerning the 1086 company under ss. 605.0410(9) and 605.0504. 1087 (4)A protected-series manager of a protected series has a 1088 right to information concerning the protected series to the same 1089 extent, in the same manner, and under the same conditions that a 1090 manager of a manager-managed limited liability company has a 1091 right to information concerning the company under s. 1092 605.0410(3)(a). 1093 (5)The court-ordered inspection provisions of s. 605.0411 1094 apply to the information rights regarding series limited 1095 liability companies and protected series of such companies. 1096 Section 24.Section 605.2401, Florida Statutes, is created 1097 to read: 1098 605.2401Limitations on liability. 1099 (1)A person is not liable, directly or indirectly, by way 1100 of contribution or otherwise, for a debt, an obligation, or 1101 another liability of either of the following: 1102 (a)A protected series of a series limited liability 1103 company solely by reason of being or acting as: 1104 1.An associated member, protected-series manager, or 1105 protected-series transferee of the protected series; or 1106 2.A member, manager, or transferee of the company; or 1107 (b)A series limited liability company solely by reason of 1108 being or acting as an associated member, protected-series 1109 manager, or protected-series transferee of a protected series of 1110 the company. 1111 (2)Subject to s. 605.2404, the following apply: 1112 (a)A debt, an obligation, or another liability of a series 1113 limited liability company is solely the debt, obligation, or 1114 liability of the company. 1115 (b)A debt, an obligation, or another liability of a 1116 protected series is solely the debt, obligation, or liability of 1117 the protected series. 1118 (c)A series limited liability company is not liable, 1119 directly or indirectly, by way of contribution or otherwise, for 1120 a debt, an obligation, or another liability of a protected 1121 series of the company solely by reason of the protected series 1122 being a protected series of the company, or the series limited 1123 liability company: 1124 1.Being or acting as a protected-series manager of the 1125 protected series; 1126 2.Having the protected series manage the series limited 1127 liability company; or 1128 3.Owning a protected-series transferable interest of the 1129 protected series. 1130 (d)A protected series of a series limited liability 1131 company is not liable, directly or indirectly, by way of 1132 contribution or otherwise, for a debt, an obligation, or another 1133 liability of the company or another protected series of the 1134 company solely by reason of: 1135 1.Being a protected series of the series limited liability 1136 company; 1137 2.Being or acting as a manager of the series limited 1138 liability company or a protected-series manager of another 1139 protected series of the company; or 1140 3.Having the series limited liability company or another 1141 protected series of the company be or act as a protected-series 1142 manager of the protected series. 1143 Section 25.Section 605.2402, Florida Statutes, is created 1144 to read: 1145 605.2402Claim seeking to disregard limitation of 1146 liability. 1147 (1)Except as otherwise provided in subsection (2), a claim 1148 seeking to disregard a limitation in s. 605.2401 is governed by 1149 the principles of law and equity, including a principle 1150 providing a right to a creditor or holding a person liable for a 1151 debt, an obligation, or another liability of another person, 1152 which would apply if each protected series of a series limited 1153 liability company were a limited liability company formed 1154 separately from the series limited liability company and 1155 distinct from the series limited liability company and any other 1156 protected series of the series limited liability company. 1157 (2)The failure of a limited liability company or a 1158 protected series to observe formalities relating to the exercise 1159 of its powers or management of its activities and affairs is not 1160 a ground to disregard a limitation in s. 605.2401(1) but may be 1161 a ground to disregard a limitation in s. 605.2401(2). 1162 (3)This section applies to a claim seeking to disregard a 1163 limitation of liability applicable to a foreign series limited 1164 liability company or foreign protected series and comparable to 1165 a limitation stated in s. 605.2401, if either of the following 1166 applies: 1167 (a)The claimant is a resident of this state, transacting 1168 business in this state, or authorized to transact business in 1169 this state; or 1170 (b)The claim is to establish or enforce a liability 1171 arising under law of this state other than this chapter or from 1172 an act or omission in this state. 1173 Section 26.Section 605.2403, Florida Statutes, is created 1174 to read: 1175 605.2403Remedies of judgment creditor of associated member 1176 or other holder of a protected-series transferee.The provisions 1177 of s. 605.0503 providing or restricting remedies available to a 1178 judgment creditor of a member or transferee of a limited 1179 liability company apply to a judgment creditor of either or both 1180 of the following: 1181 (1)An associated member or other holder of a protected 1182 series transferable interest in a protected series of a series 1183 limited liability company or a foreign series limited liability 1184 company. 1185 (2)A series limited liability company, to the extent the 1186 company owns a protected-series transferable interest of a 1187 protected series. 1188 Section 27.Section 605.2404, Florida Statutes, is created 1189 to read: 1190 605.2404Enforcement of claim against non-associated 1191 asset. 1192 (1)For the purposes of this section, the term: 1193 (a)Enforcement date means 12:01 a.m. on the date on 1194 which a claimant first serves process on a series limited 1195 liability company or protected series in an action seeking to 1196 enforce a claim against an asset of the company or protected 1197 series by attachment, levy, or similar means under this section. 1198 (b)Incurrence date, subject to s. 605.2608(2), means the 1199 date on which a series limited liability company or protected 1200 series of the company incurred the liability giving rise to a 1201 claim that a claimant seeks to enforce under this section. 1202 (2)If a claim against a series limited liability company 1203 or a protected series of the company has been reduced to 1204 judgment, in addition to any other remedy provided by law or 1205 equity, the judgment may be enforced in accordance with the 1206 following: 1207 (a)A judgment against the series limited liability company 1208 may be enforced against an asset of a protected series of the 1209 company if the asset: 1210 1.Was a non-associated asset of the protected series on 1211 the incurrence date; or 1212 2.Is a non-associated asset of the protected series on the 1213 enforcement date. 1214 (b)A judgment against a protected series may be enforced 1215 against an asset of the series limited liability company if the 1216 asset: 1217 1.Was a non-associated asset of the series limited 1218 liability company on the incurrence date; or 1219 2.Is a non-associated asset of the series limited 1220 liability company on the enforcement date. 1221 (c)A judgment against a protected series may be enforced 1222 against an asset of another protected series of the series 1223 limited liability company if the asset: 1224 1.Was a non-associated asset of the other protected series 1225 on the incurrence date; or 1226 2.Is a non-associated asset of the other protected series 1227 on the enforcement date. 1228 (3)In addition to any other remedy provided by law or 1229 equity, if a claim against a series limited liability company or 1230 a protected series has not been reduced to a judgment and law 1231 other than this chapter permits a prejudgment remedy by 1232 attachment, levy, or similar means, the court may apply 1233 subsection (2) as a prejudgment remedy. 1234 (4)In a proceeding under this section, the party asserting 1235 that an asset is or was an associated asset of a series limited 1236 liability company or a protected series of the series limited 1237 liability company has the burden of proof on the issue. 1238 (5)This section applies to an asset of a foreign series 1239 limited liability company or foreign protected series if all of 1240 the following apply: 1241 (a)The asset is real or tangible property located in this 1242 state. 1243 (b)The claimant is a resident of this state or is 1244 transacting business or authorized to transact business in this 1245 state, or the claim under this section is to enforce a judgment, 1246 or to seek a prejudgment remedy, pertaining to a liability 1247 arising from the law of this state other than this chapter or an 1248 act or omission in this state. 1249 (c)The asset is not identified in the records of the 1250 foreign series limited liability company or foreign protected 1251 series in a manner comparable to the manner required by s. 1252 605.2301. 1253 Section 28.Section 605.2501, Florida Statutes, is created 1254 to read: 1255 605.2501Events causing dissolution of protected series.A 1256 protected series of a series limited liability company is 1257 dissolved, and its activities and affairs must be wound up, upon 1258 the occurrence of any of the following: 1259 (1)Dissolution of the series limited liability company. 1260 (2)Occurrence of an event or a circumstance that the 1261 operating agreement states causes dissolution of the protected 1262 series. 1263 (3)Affirmative vote or consent of all associated members 1264 of the protected series. 1265 (4)Entry by the court of an order dissolving the protected 1266 series on application by an associated member or a protected 1267 series manager of the protected series: 1268 (a)In accordance with s. 605.2108; and 1269 (b)To the same extent, in the same manner, and on the same 1270 grounds the court would enter an order dissolving a limited 1271 liability company on application by a member or manager of the 1272 limited liability company pursuant to s. 605.0702. 1273 (5)Entry by the court of an order dissolving the protected 1274 series on application by the series limited liability company or 1275 a member or manager of the series limited liability company: 1276 (a)In accordance with s. 605.2108; and 1277 (b)To the same extent, in the same manner, and on the same 1278 grounds the court would enter an order dissolving a limited 1279 liability company on application by a member or manager of the 1280 limited liability company pursuant to s. 605.0702. 1281 (6)Automatic or involuntary dissolution of the series 1282 limited liability company that established the protected series. 1283 (7)The filing of a statement of administrative dissolution 1284 of the limited liability company or a protected series of the 1285 company by the department pursuant to s. 605.0714. 1286 Section 29.Section 605.2502, Florida Statutes, is created 1287 to read: 1288 605.2502Winding up dissolved protected series. 1289 (1)Subject to subsections (2) and (3) and in accordance 1290 with s. 605.2108, the following apply: 1291 (a)A dissolved protected series shall wind up its 1292 activities and affairs in the same manner that a dissolved 1293 limited liability company winds up its activities and affairs 1294 under s. 605.0709, subject to the same requirements and 1295 conditions, and with the same effects. 1296 (b)Judicial supervision or another judicial remedy is 1297 available in the winding up of the protected series to the same 1298 extent, in the same manner, under the same conditions, and with 1299 the same effects that apply under s. 605.0709(5). 1300 (2)When a protected series of a series limited liability 1301 company dissolves, the company may deliver to the department for 1302 filing its articles of protected series dissolution stating the 1303 name of the series limited liability company and the protected 1304 series and that the protected series is dissolved. The filing of 1305 the articles of dissolution by the department has the same 1306 effect with regard to the protected series as the filing by a 1307 limited liability company of articles of dissolution with the 1308 department under s. 605.0707. 1309 (3)When a protected series of a series limited liability 1310 company has completed winding up in accordance with s. 605.0709, 1311 the company that established the protected series may deliver to 1312 the department for filing a statement of designation 1313 cancellation, stating all of the following: 1314 (a)The name of the company and the protected series. 1315 (b)That the protected series is terminated with the 1316 effective date of the termination if that date is not the date 1317 of filing of the statement of designation cancellation. 1318 (c)Any other information required by the department. 1319 (4)The filing of the statement of designation cancellation 1320 by the department has the same effect as the filing by the 1321 department of a statement of termination under s. 605.0709(7). 1322 (5)A series limited liability company has not completed 1323 its winding up until each of the protected series of the company 1324 has completed its winding up. 1325 Section 30.Section 605.2503, Florida Statutes, is created 1326 to read: 1327 605.2503Effects of reinstatement of series limited 1328 liability company; revocation of voluntary dissolution.If a 1329 series limited liability company that has been administratively 1330 dissolved is reinstated, or if a series limited liability 1331 company that voluntarily dissolved revokes its articles of 1332 dissolution before filing a statement of termination, both of 1333 the following apply: 1334 (1)Each protected series of the series limited liability 1335 company ceases winding up. 1336 (2)Section 605.0708 applies to the series limited 1337 liability company and to each protected series of the company, 1338 in accordance with s. 605.2108. 1339 Section 31.Section 605.2601, Florida Statutes, is created 1340 to read: 1341 605.2601Entity transactions involving a series limited 1342 liability company or a protected series of the company 1343 restricted; definitions.As used in ss. 605.2601-605.2608, the 1344 term: 1345 (1)After a merger or after the merger means when a 1346 merger under s. 605.2604 becomes effective and any time 1347 thereafter. 1348 (2)Before a merger or before the merger means before a 1349 merger under s. 605.2604 becomes effective. 1350 (3)Continuing protected series means a protected series 1351 of a surviving series limited liability company which continues 1352 in uninterrupted existence after a merger under s. 605.2604. 1353 (4)Merging company means a limited liability company 1354 that is party to a merger under s. 605.2604. 1355 (5)Non-surviving company means a merging company that 1356 does not continue in existence after a merger under s. 605.2604. 1357 (6)Relocated protected series means a protected series 1358 of a non-surviving company which, after a merger under s. 1359 605.2604, continues in uninterrupted existence as a protected 1360 series of the surviving company. 1361 (7)Surviving company means a merging company that 1362 continues in existence after a merger under s. 605.2604. 1363 Section 32.Section 605.2602, Florida Statutes, is created 1364 to read: 1365 605.2602Restrictions on entity transactions involving 1366 protected series.Except as provided in ss. 605.2605(2), 1367 605.2606(2), and 605.2607(1), a protected series may not 1368 participate in; be a party to; result from; or be formed, 1369 organized, established, or created by either of the following: 1370 (1)A conversion, domestication, interest exchange, or 1371 merger under this chapter or the law of a foreign jurisdiction, 1372 however the transaction is denominated under such law; or 1373 (2)A transaction with the same substantive effect as a 1374 conversion, domestication, interest exchange, or merger under 1375 the law of this state or a foreign jurisdiction. 1376 Section 33.Section 605.2603, Florida Statutes, is created 1377 to read: 1378 605.2603Restrictions on entity transactions involving 1379 series limited liability company.A series limited liability 1380 company may not: 1381 (1)Participate in; be a party to; result from; or be 1382 formed, organized, established, or created by either of the 1383 following: 1384 (a)A conversion, domestication, or interest exchange, 1385 under this chapter or the law of a foreign jurisdiction, however 1386 the transaction is denominated under such law; or 1387 (b)A transaction with the same substantive effect as a 1388 conversion, domestication, or interest exchange under the law of 1389 this state or a foreign jurisdiction. 1390 (2)Except as otherwise provided in s. 605.2604, be a party 1391 to or the surviving company of either of the following: 1392 (a)A merger under this chapter or the law of a foreign 1393 jurisdiction, however a merger is denominated under such law; or 1394 (b)A transaction with the same substantive effect as a 1395 merger under the law of this state or a foreign jurisdiction. 1396 Section 34.Section 605.2604, Florida Statutes, is created 1397 to read: 1398 605.2604Restrictions on merger.A series limited liability 1399 company may be a party to a merger in accordance with ss. 1400 605.1021-605.1026, this section, and ss. 605.2605-605.2608 only 1401 if both of the following apply: 1402 (1)Each other party to the merger is a limited liability 1403 company. 1404 (2)The surviving company is not created in the merger. 1405 Section 35.Section 605.2605, Florida Statutes, is created 1406 to read: 1407 605.2605Plan of merger.In a merger under s. 605.2604, the 1408 plan of merger must do all of the following: 1409 (1)Comply with s. 605.1022 relating to the contents of a 1410 plan of merger of a limited liability company. 1411 (2)State in a record: 1412 (a)For any protected series of a non-surviving company, 1413 whether, after the merger, the protected series will be a 1414 relocated protected series or be dissolved, wound up, and 1415 terminated. 1416 (b)For any protected series of the surviving company which 1417 exists before the merger, whether, after the merger, the 1418 protected series will be a continuing protected series or be 1419 dissolved, wound up, and terminated. 1420 (c)For each relocated protected series or continuing 1421 protected series: 1422 1.The name of any person that becomes an associated member 1423 or a protected-series transferee of the protected series after 1424 the merger, any consideration to be paid by, on behalf of, or in 1425 respect of the person, the name of the payor, and the name of 1426 the payee; 1427 2.The name of any person whose rights or obligations in 1428 the persons capacity as an associated member or a protected 1429 series transferee will change after the merger; 1430 3.Any consideration to be paid to a person that before the 1431 merger was an associated member or a protected-series transferee 1432 of the protected series and the name of the payor; and 1433 4.If, after the merger, the protected series will be a 1434 relocated protected series, its new name. 1435 (d)For any protected series to be established by the 1436 surviving company as a result of the merger: 1437 1.The name of the protected series and the address of its 1438 principal office; 1439 2.Any protected-series transferable interest to be owned 1440 by the surviving company when the protected series is 1441 established; and 1442 3.The name of and any protected-series transferable 1443 interest owned by any person that will be an associated member 1444 of the protected series when the protected series is 1445 established. 1446 (e)For any person that is an associated member of a 1447 relocated protected series and will remain a member after the 1448 merger, any amendment to the operating agreement of the 1449 surviving limited liability company which: 1450 1.Is or is proposed to be in a record; and 1451 2.Is necessary or appropriate to state the rights and 1452 obligations of the person as a member of the surviving limited 1453 liability company. 1454 Section 36.Section 605.2606, Florida Statutes, is created 1455 to read: 1456 605.2606Articles of merger.In a merger under s. 605.2604, 1457 the articles of merger must do all of the following: 1458 (1)Comply with s. 605.1025 relating to the articles of 1459 merger. 1460 (2)Include as an attachment all of the following records, 1461 each to become effective when the merger becomes effective: 1462 (a)For a protected series of a merging company being 1463 terminated as a result of the merger, a statement of designation 1464 cancellation and termination signed by the non-surviving merging 1465 company. 1466 (b)For a protected series of a non-surviving company which 1467 after the merger will be a relocated protected series: 1468 1.A statement of relocation signed by the non-surviving 1469 company which contains the name of the series limited liability 1470 company and the name of the protected series before and after 1471 the merger; and 1472 2.A statement of protected series designation signed by 1473 the surviving company. 1474 (c)For a protected series being established by the 1475 surviving company as a result of the merger, a protected series 1476 designation signed by the surviving company. 1477 Section 37.Section 605.2607, Florida Statutes, is created 1478 to read: 1479 605.2607Effect of merger.When a merger of a protected 1480 series under s. 605.2604 becomes effective, in addition to the 1481 effects stated in s. 605.1026, all of the following apply: 1482 (1)As provided in the plan of merger, each protected 1483 series of each merging series limited liability company which 1484 was established before the merger is either a relocated 1485 protected series or continuing protected series, or is 1486 dissolved, wound up, and terminated. 1487 (2)Any protected series to be established as a result of 1488 the merger is established. 1489 (3)Any relocated protected series or continuing protected 1490 series is the same person without interruption as it was before 1491 the merger. 1492 (4)All property of a relocated protected series or 1493 continuing protected series continues to be vested in the 1494 protected series without transfer, reversion, or impairment. 1495 (5)All debts, obligations, and other liabilities of a 1496 relocated protected series or continuing protected series 1497 continue as debts, obligations, and other liabilities of the 1498 relocated protected series or continuing protected series. 1499 (6)Except as otherwise provided by law or the plan of 1500 merger, all the rights, privileges, immunities, powers, and 1501 purposes of a relocated protected series or continuing protected 1502 series remain in the protected series. 1503 (7)The new name of a relocated protected series may be 1504 substituted for the former name of the relocated protected 1505 series in any pending action or proceeding. 1506 (8)To the extent provided in the plan of merger, the 1507 following apply: 1508 (a)A person becomes an associated member or a protected 1509 series transferee of a relocated protected series or continuing 1510 protected series. 1511 (b)A person becomes an associated member of a protected 1512 series established by the surviving company as a result of the 1513 merger. 1514 (c)Any change in the rights or obligations of a person in 1515 the persons capacity as an associated member or a protected 1516 series transferee of a relocated protected series or continuing 1517 protected series takes effect. 1518 (d)Any consideration to be paid to a person that before 1519 the merger was an associated member or a protected-series 1520 transferee of a relocated protected series or continuing 1521 protected series is due. 1522 (9)Any person that is an associated member of a relocated 1523 protected series becomes a member of the surviving company, if 1524 not already a member. 1525 Section 38.Section 605.2608, Florida Statutes, is created 1526 to read: 1527 605.2608Application of s. 605.2404 after merger. 1528 (1)A creditors right that existed under s. 605.2404 1529 immediately before a merger under that section may be enforced 1530 after the merger in accordance with the following provisions: 1531 (a)A creditors right that existed immediately before the 1532 merger against the surviving company, a continuing protected 1533 series, or a relocated protected series continues without change 1534 after the merger. 1535 (b)A creditors right that existed immediately before the 1536 merger against a non-surviving company: 1537 1.May be asserted against an asset of the non-surviving 1538 company which vested in the surviving company as a result of the 1539 merger; and 1540 2.Does not otherwise change. 1541 (c)Subject to subsection (2), the following provisions 1542 apply: 1543 1.In addition to the remedy stated in paragraph (b), a 1544 creditor with a right conferred under s. 605.2404 which existed 1545 immediately before the merger against a non-surviving company or 1546 a relocated protected series may assert the right against: 1547 a.An asset of the surviving company, other than an asset 1548 of the non-surviving company which vested in the surviving 1549 company as a result of the merger; 1550 b.An asset of a continuing protected series; 1551 c.An asset of a protected series established by the 1552 surviving company as a result of the merger; 1553 d.If the creditors right was against an asset of the non 1554 surviving company, an asset of a relocated protected series; or 1555 e.If the creditors right was against an asset of a 1556 relocated protected series, an asset of another relocated 1557 protected series. 1558 2.In addition to the remedy stated in paragraph (b), a 1559 creditor with a right that existed immediately before the merger 1560 against the surviving company or a continuing protected series 1561 may assert the right against: 1562 a.An asset of a relocated protected series; or 1563 b.An asset of a non-surviving company which vested in the 1564 surviving company as a result of the merger. 1565 (2)For the purposes of paragraph (1)(c) and s. 1566 605.2404(2)(a)1., (b)1., and (c)1., the incurrence date is 1567 deemed to be the date on which the merger becomes effective. 1568 (3)A merger under s. 605.2604 does not affect the manner 1569 in which s. 605.2404 applies to a liability incurred after the 1570 merger becomes effective. 1571 Section 39.Section 605.2701, Florida Statutes, is created 1572 to read: 1573 605.2701Governing law; foreign series limited liability 1574 companies and foreign protected series.The law of the governing 1575 jurisdiction of a foreign series limited liability company 1576 governs all of the following: 1577 (1)The internal affairs of a foreign protected series of 1578 the foreign series limited liability company, including the 1579 following: 1580 (a)Relations among any associated members of the foreign 1581 protected series. 1582 (b)Relations between the foreign protected series and: 1583 1.Any associated member; 1584 2.Any protected-series manager; or 1585 3.Any protected-series transferee. 1586 (c)Relations between any associated member and: 1587 1.Any protected-series manager; or 1588 2.Any protected-series transferee. 1589 (d)The rights and duties of a protected-series manager. 1590 (e)Governance decisions affecting the activities and 1591 affairs of the foreign protected series and the conduct of those 1592 activities and affairs. 1593 (f)Procedures and conditions for becoming an associated 1594 member or a protected-series transferee. 1595 (2)Relations between the foreign protected series and the 1596 following: 1597 (a)The foreign series limited liability company. 1598 (b)Another foreign protected series of the foreign series 1599 limited liability company. 1600 (c)A member of the foreign series limited liability 1601 company which is not an associated member of the foreign 1602 protected series. 1603 (d)A foreign protected-series manager that is not a 1604 protected-series manager of the foreign protected series. 1605 (e)A foreign protected-series transferee that is not a 1606 foreign protected-series transferee of the foreign protected 1607 series. 1608 (f)A transferee of a transferable interest of the foreign 1609 series limited liability company. 1610 (3)Except as otherwise provided in ss. 605.2402 and 1611 605.2404, the liability of a person for a debt, an obligation, 1612 or another liability of a foreign protected series of a foreign 1613 series limited liability company if the debt, obligation, or 1614 liability is asserted solely by reason of the person being or 1615 acting as any of the following: 1616 (a)An associated member, a protected-series transferee, or 1617 a protected-series manager of the foreign protected series. 1618 (b)A member of the foreign series limited liability 1619 company which is not an associated member of the foreign 1620 protected series. 1621 (c)A protected-series manager of another foreign protected 1622 series of the foreign series limited liability company. 1623 (d)A protected-series transferee of another foreign 1624 protected series of the foreign series limited liability 1625 company. 1626 (e)A manager of the foreign series limited liability 1627 company. 1628 (f)A transferee of a transferable interest of the foreign 1629 series limited liability company. 1630 (4)Except as otherwise provided in ss. 605.2402 and 1631 605.2404, the following apply: 1632 (a)The liability of the foreign series limited liability 1633 company for a debt, an obligation, or another liability of a 1634 foreign protected series of the foreign series limited liability 1635 company if the debt, obligation, or liability is asserted solely 1636 by reason of the foreign protected series being a foreign 1637 protected series of the foreign series limited liability 1638 company, or the foreign protected series limited liability 1639 company: 1640 1.Being or acting as a foreign protected-series manager of 1641 the foreign protected series; 1642 2.Having the foreign protected series manage the foreign 1643 series limited liability company; or 1644 3.Owning a protected-series transferable interest of the 1645 foreign protected series. 1646 (b)The liability of a foreign protected series for a debt, 1647 an obligation, or another liability of the foreign series 1648 limited liability company or another foreign protected series of 1649 the foreign series limited liability company, if the debt, 1650 obligation, or liability is asserted solely by reason of the 1651 foreign protected series: 1652 1.Being a foreign protected series of the foreign series 1653 limited liability company or having the foreign series limited 1654 liability company or another foreign protected series of the 1655 foreign series limited liability company be or act as a foreign 1656 protected-series manager of the foreign protected series; or 1657 2.Managing the foreign series limited liability company or 1658 being or acting as a foreign protected-series manager of another 1659 foreign protected series of the foreign series limited liability 1660 company. 1661 Section 40.Section 605.2702, Florida Statutes, is created 1662 to read: 1663 605.2702No attribution of activities constituting 1664 transacting business or for establishing jurisdiction.In 1665 determining whether a foreign series limited liability company 1666 or foreign protected series of the foreign series limited 1667 liability company is transacting business in this state or is 1668 subject to the personal jurisdiction of the courts in this 1669 state, the following apply: 1670 (1)The activities and affairs of the foreign series 1671 limited liability company are not attributable to a foreign 1672 protected series of the foreign series limited liability company 1673 solely by reason of the foreign protected series being a foreign 1674 protected series of the foreign series limited liability 1675 company. 1676 (2)The activities and affairs of a foreign protected 1677 series are not attributable to the foreign series limited 1678 liability company or another foreign protected series of the 1679 foreign series limited liability company, solely by reason of 1680 the foreign protected series being a foreign protected series of 1681 the foreign series limited liability company. 1682 Section 41.Section 605.2703, Florida Statutes, is created 1683 to read: 1684 605.2703Certificate of authority for foreign series 1685 limited liability company and foreign protected series; 1686 amendment of application. 1687 (1)Except as otherwise provided in this section and 1688 subject to ss. 605.2402 and 605.2404, the laws of this state 1689 governing application by a foreign limited liability company to 1690 obtain a certificate of authority to transact business in this 1691 state as required under s. 605.0902, including the effect of 1692 obtaining a certificate of authority under s. 605.0903, and the 1693 effect of failure to have a certificate of authority as 1694 described in s. 605.0904, apply to a foreign series limited 1695 liability company and to a foreign protected series of a foreign 1696 series limited liability company, as if the foreign protected 1697 series was a foreign limited liability company formed separately 1698 from the foreign series limited liability company, and distinct 1699 from the foreign series limited liability company and any other 1700 foreign protected series of the foreign series limited liability 1701 company. 1702 (2)An application by a foreign protected series of a 1703 foreign series limited liability company for a certificate of 1704 authority to transact business in this state must include all of 1705 the following: 1706 (a)The name and governing jurisdiction of the foreign 1707 series limited liability company and the foreign protected 1708 series seeking a certificate of authority, and all of the other 1709 information required under s. 605.0902, and any other 1710 information required by the department. 1711 (b)If the company has other foreign protected series, the 1712 name, title, capacity, and street and mailing address of at 1713 least one person that has the authority to manage the foreign 1714 limited liability company and that knows the name and street and 1715 mailing address of: 1716 1.Each other foreign protected series of the foreign 1717 series limited liability company; and 1718 2.The foreign protected-series manager of, and the 1719 registered agent for service of process on, each other foreign 1720 protected series of the foreign series limited liability 1721 company. 1722 (3)The name of a foreign protected series applying for a 1723 certificate of authority to transact business in this state must 1724 comply with ss. 605.0112 and 605.2202, which may be accomplished 1725 by using an alternate name pursuant to ss. 605.0906 and 865.09, 1726 if the alternate name complies with ss. 605.0112, 605.0906, and 1727 605.2202. 1728 (4)The requirements in s. 605.0907 relating to required 1729 information and amending of a certificate of authority apply to 1730 the information required by subsection (2). 1731 (5)Sections 605.0903-605.0912 apply to a foreign limited 1732 liability company and to a protected series of a foreign series 1733 limited liability company applying for, amending, or withdrawing 1734 a certificate of authority to transact business in this state. 1735 Section 42.Section 605.2704, Florida Statutes, is created 1736 to read: 1737 605.2704Disclosure required when a foreign series limited 1738 liability company or foreign protected series becomes a party to 1739 a proceeding. 1740 (1)Not later than 30 days after becoming a party to a 1741 proceeding before a civil, administrative, or other adjudicative 1742 tribunal of or located in this state, or a tribunal of the 1743 United States located in this state: 1744 (a)A foreign series limited liability company shall 1745 disclose to each other party the name and street and mailing 1746 address of: 1747 1.Each foreign protected series of the foreign series 1748 limited liability company; and 1749 2.Each foreign protected-series manager of and a 1750 registered agent for service of process for each foreign 1751 protected series of the foreign series limited liability 1752 company. 1753 (b)A foreign protected series of a foreign series limited 1754 liability company shall disclose to each other party the name 1755 and street and mailing address of: 1756 1.The foreign series limited liability company and each 1757 manager of the foreign series limited liability company and an 1758 agent for service of process for the foreign series limited 1759 liability company; and 1760 2.Any other foreign protected series of the foreign series 1761 limited liability company and each foreign protected-series 1762 manager of and an agent for service of process for the other 1763 foreign protected series. 1764 (2)If a foreign series limited liability company or 1765 foreign protected series challenges the personal jurisdiction of 1766 the tribunal, the requirement that the foreign series limited 1767 liability company or foreign protected series make disclosure 1768 under subsection (1) is tolled until the tribunal determines 1769 whether it has personal jurisdiction. 1770 (3)If a foreign series limited liability company or 1771 foreign protected series does not comply with subsection (1), a 1772 party to the proceeding may do one or both of the following: 1773 (a)Request the tribunal to treat the noncompliance as a 1774 failure to comply with the tribunals discovery rules. 1775 (b)Bring a separate proceeding in the court to enforce 1776 subsection (1). 1777 Section 43.Section 605.2801, Florida Statutes, is created 1778 to read: 1779 605.2801Relation to Electronic Signatures in Global and 1780 National Commerce Act.Section 605.1102 applies to ss. 605.2101 1781 605.2802. 1782 Section 44.Section 605.2802, Florida Statutes, is created 1783 to read: 1784 605.2802Effective date. 1785 (1)Beginning July 1, 2026, this chapter governs all 1786 domestic and foreign protected series limited liability 1787 companies and all domestic protected series and all foreign 1788 series that transact business in this state. 1789 (2)A domestic limited liability company formed before July 1790 1, 2026, may not create or designate any protected series before 1791 the effective date of this act. 1792 Section 45.This act shall take effect July 1, 2026.