Bill Text: FL S1324 | 2023 | Regular Session | Introduced


Bill Title: Limited Liability Companies

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Failed) 2023-05-05 - Died in Commerce and Tourism [S1324 Detail]

Download: Florida-2023-S1324-Introduced.html
       Florida Senate - 2023                                    SB 1324
       
       
        
       By Senator Berman
       
       
       
       
       
       26-00782A-23                                          20231324__
    1                        A bill to be entitled                      
    2         An act relating to limited liability companies;
    3         creating s. 605.2101, F.S.; providing a short title;
    4         creating s. 605.2102, F.S.; defining terms; creating
    5         s. 605.2103, F.S.; providing that a protected series
    6         of a series limited liability company is a person
    7         distinct from certain other entities; creating s.
    8         605.2104, F.S.; providing for powers and prohibitions
    9         for protected series of series limited liability
   10         companies; creating s. 605.2105, F.S.; providing
   11         construction; creating s. 605.2106, F.S.; specifying
   12         what the operating agreement of a series limited
   13         liability company governs; providing applicability;
   14         creating s. 605.2107, F.S.; providing prohibitions and
   15         authorizations relating to operating agreements;
   16         creating s. 605.2108, F.S.; providing applicability;
   17         creating s. 605.2201, F.S.; authorizing series limited
   18         liability companies to establish protected series;
   19         providing requirements for establishing protected
   20         series and amending protected series designations;
   21         creating s. 605.2202, F.S.; providing requirements for
   22         naming a protected series; creating s. 605.2203, F.S.;
   23         providing specifications and requirements for the
   24         registered agent for a protected series; providing
   25         requirements relating to protected series
   26         designations; specifying that a registered agent is
   27         not required to distinguish between certain processes,
   28         notices, demands, and records unless otherwise agreed
   29         upon; creating s. 605.2204, F.S.; authorizing a
   30         protected series to be served in a specified manner;
   31         specifying that certain services are notice to each
   32         protected series; providing certain notice is
   33         effective regardless of whether the summons and
   34         complaint identify a person if certain requirements
   35         are met; providing authorizations relating to certain
   36         services and notices; providing construction; creating
   37         s. 605.2205, F.S.; requiring the Department of State
   38         to issue a certificate of status or certificate of
   39         registration under certain circumstances; providing
   40         requirements for such certificates; providing that
   41         such certificates may be relied upon as conclusive
   42         evidence of the facts stated in the certificate;
   43         creating s. 605.2206, F.S.; requiring series limited
   44         liability companies to include specified information
   45         in an annual report; specifying that failure to
   46         include such information prevents a certificate of
   47         status from being issued; creating s. 605.2301, F.S.;
   48         specifying that only certain assets may be associated
   49         assets; providing requirements for an asset to be
   50         considered an associated asset; authorizing certain
   51         records and recordkeeping to be organized in a
   52         specified manner; authorizing series limited liability
   53         companies or protected series of a company to hold an
   54         associated asset in a specified manner; providing
   55         exceptions; creating s. 605.2302, F.S.; providing
   56         requirements for becoming an associated member of a
   57         protected series; creating s. 605.2303, F.S.;
   58         requiring that protected-series transferable interests
   59         be initially owned by an associated member or a series
   60         limited liability company; providing that a company
   61         owns such interest under certain circumstances;
   62         authorizing series limited liability companies to
   63         acquire such interests through a transfer; providing
   64         applicability; creating s. 605.2304, F.S.; authorizing
   65         protected series to have more than one protected
   66         series manager; specifying that if a protected series
   67         does not have associated members, the series limited
   68         liability company is the protected-series manager;
   69         providing applicability; specifying that a person does
   70         not owe a duty to specified entities for certain
   71         reasons; providing rights of associated members;
   72         providing applicability; specifying that an associated
   73         member of a protected series is an agent for the
   74         protected series and has a specified power; creating
   75         s. 605.2305, F.S.; providing rights for certain
   76         persons relating to protected series; providing
   77         applicability; creating s. 605.2401, F.S.; providing
   78         limitations on liability for certain persons; creating
   79         s. 605.2402, F.S.; specifying that certain claims are
   80         governed by certain provisions; specifying that the
   81         failure of limited liability companies or protected
   82         series to observe certain formalities is not a ground
   83         to disregard a specified limitation; providing
   84         applicability; creating s. 605.2403, F.S.; specifying
   85         that certain provisions relating to the provision or
   86         restriction of remedies apply to judgment creditors;
   87         creating s. 605.2404, F.S.; defining the terms
   88         “enforcement date” and “incurrence date”; authorizing
   89         certain judgments to be enforced in accordance with
   90         specified provisions; authorizing courts to provide a
   91         specified prejudgment remedy; providing that a party
   92         making a certain assertion has the burden of proof in
   93         specified proceedings; providing applicability;
   94         creating s. 605.2501, F.S.; providing specifications
   95         for the dissolution of series limited liability
   96         companies; creating s. 605.2502, F.S.; providing
   97         requirements and authorizations relating to dissolved
   98         protected series; specifying that a series limited
   99         liability company has not completed winding up until
  100         each of the protected series of the company has
  101         completed winding up; creating s. 605.2503, F.S.;
  102         providing for the effect of reinstatements of series
  103         limited liability companies and revocations of
  104         voluntary dissolutions; creating s. 605.2601, F.S.;
  105         defining terms; creating s. 605.2602, F.S.; providing
  106         prohibitions for protected series relating to
  107         conversions, domestications, interest exchanges, and
  108         mergers or similar transactions; creating s. 605.2603,
  109         F.S.; prohibiting series limited liability companies
  110         from involvement in certain transactions; creating s.
  111         605.2604, F.S.; authorizing series limited liability
  112         companies to be a party to a merger under certain
  113         circumstances; creating s. 605.2605, F.S.; requiring
  114         plans of merger to meet certain requirements; creating
  115         s. 605.2606, F.S.; requiring articles of merger to
  116         meet certain requirements; creating s. 605.2607, F.S.;
  117         providing for effects of mergers of protected series;
  118         creating s. 605.2608, F.S.; providing applicability of
  119         certain provisions after a merger; creating s.
  120         605.2701, F.S.; providing for the governance of the
  121         law of the jurisdiction of formation of a foreign
  122         series limited liability company; creating s.
  123         605.2702, F.S.; providing requirements for making a
  124         specified determination relating to certain companies
  125         transacting business in this state or being subject to
  126         the personal jurisdiction of courts in this state;
  127         creating s. 605.2703, F.S.; providing applicability of
  128         laws relating to registration of foreign series
  129         limited liability companies; creating s. 605.2704,
  130         F.S.; requiring foreign series limited liability
  131         companies and foreign protected series of such foreign
  132         series limited liability companies to make specified
  133         disclosures; tolling such requirements under certain
  134         circumstances; authorizing parties to make a specified
  135         request or bring a separate proceeding if such company
  136         or series fails to make the disclosures; creating s.
  137         605.2801, F.S.; providing applicability of provisions
  138         relating to electronic signatures; creating s.
  139         605.2802, F.S.; providing construction and
  140         applicability; amending s. 605.0103, F.S.; correcting
  141         a cross-reference; providing effective dates.
  142          
  143  Be It Enacted by the Legislature of the State of Florida:
  144  
  145         Section 1. Section 605.2101, Florida Statutes, is created
  146  to read:
  147         605.2101 Short title.—Sections 605.2101-605.2802 may be
  148  cited as the Uniform Protected Series Provisions.”
  149         Section 2. Section 605.2102, Florida Statutes, is created
  150  to read:
  151         605.2102Definitions.—As used in ss. 605.2101-605.2802, the
  152  term:
  153         (1)“Asset” means property:
  154         (a)In which a series limited liability company or a
  155  protected series has rights; or
  156         (b)As to which the series limited liability company or
  157  protected series has the power to transfer rights.
  158         (2)“Associated asset” means an asset that meets the
  159  requirements of s. 605.2301.
  160         (3)“Associated member” means a member that meets the
  161  requirements of s. 605.2302.
  162         (4)“Foreign protected series” means an arrangement,
  163  configuration, or other structure established by a foreign
  164  limited liability company which has attributes comparable to a
  165  protected series established under this chapter, regardless of
  166  whether the law under which the foreign company is organized
  167  refers to “series” or “protected series.
  168         (5)“Foreign series limited liability company” means a
  169  foreign limited liability company that has at least one foreign
  170  series or protected series.
  171         (6)“Non-associated asset” means:
  172         (a)An asset of a series limited liability company which is
  173  not an associated asset of the company; or
  174         (b)An asset of a protected series of the series limited
  175  liability company which is not an associated asset of the
  176  protected series.
  177         (7)“Person” has the same meaning as in s. 605.0102 and
  178  includes a protected series and a foreign protected series.
  179         (8)“Protected series,” except in the phrase “foreign
  180  protected series,” means a protected series established under s.
  181  605.2201.
  182         (9)“Protected-series manager” means a person under whose
  183  authority the powers of a protected series are exercised and
  184  under whose direction the activities and affairs of the
  185  protected series are managed under the operating agreement and
  186  this chapter.
  187         (10)“Protected-series transferable interest” means a right
  188  to receive a distribution from a protected series.
  189         (11)“Protected-series transferee” means a person to which
  190  all or part of a protected-series transferable interest of a
  191  protected series of a series limited liability company has been
  192  transferred, other than the series limited liability company.
  193  The term includes a person that owns a protected-series
  194  transferable interest as a result of ceasing to be an associated
  195  member of a protected series.
  196         (12)“Series limited liability company,” except in the
  197  phrase “foreign series limited liability company,” means a
  198  limited liability company that has at least one protected
  199  series.
  200         Section 3. Section 605.2103, Florida Statutes, is created
  201  to read:
  202         605.2103 Nature of protected status.—A protected series of
  203  a series limited liability company is a person distinct from all
  204  of the following:
  205         (1)The series limited liability company, subject to ss.
  206  605.2104(1), 605.2501(1), and 605.2502(4).
  207         (2)Another protected series of the series limited
  208  liability company.
  209         (3)A member of the series limited liability company,
  210  regardless of whether the member is an associated member of the
  211  protected series of the series limited liability company.
  212         (4)A protected-series transferee of a protected series of
  213  the series limited liability company.
  214         (5)A transferee of a transferable interest of the series
  215  limited liability company.
  216         Section 4. Section 605.2104, Florida Statutes, is created
  217  to read:
  218         605.2104 Powers and duration of protected series.—
  219         (1)A protected series of a series limited liability
  220  company has the capacity to sue and be sued in its own name.
  221         (2)Except as otherwise provided in subsections (3) and
  222  (4), a protected series of a series limited liability company
  223  has the same powers and purposes as the series limited liability
  224  company.
  225         (3)A protected series of a series limited liability
  226  company ceases to exist not later than when the series limited
  227  liability company completes its winding up.
  228         (4)A protected series of a series limited liability
  229  company may not:
  230         (a)Be a member of the series limited liability company;
  231         (b)Establish a protected series; or
  232         (c)Except as authorized by law of this state other than
  233  this chapter, have a purpose or power, or take an action, that
  234  the law of this state other than this chapter prohibits a
  235  limited liability company from having or taking.
  236         Section 5. Section 605.2105, Florida Statutes, is created
  237  to read:
  238         605.2105 Protected series governing law.—The law of this
  239  state governs all of the following:
  240         (1)The internal affairs of a protected series of a series
  241  limited liability company, including:
  242         (a)Relations among any associated members of the protected
  243  series;
  244         (b)Relations among the protected series and:
  245         1.Any associated member;
  246         2.Any protected-series manager; or
  247         3.Any protected-series transferee;
  248         (c)Relations between any associated member and:
  249         1.Any protected-series manager; or
  250         2.Any protected-series transferee;
  251         (d)The rights and duties of a protected-series manager;
  252         (e)Governance decisions affecting the activities and
  253  affairs of the protected series and the conduct of those
  254  activities and affairs; and
  255         (f)Procedures and conditions for becoming an associated
  256  member or protected-series transferee.
  257         (2)The relations between a protected series of a series
  258  limited liability company and each of the following:
  259         (a)The series limited liability company;
  260         (b)Another protected series of the series limited
  261  liability company;
  262         (c)A member of the series limited liability company which
  263  is not an associated member of the protected series of the
  264  series limited liability company;
  265         (d)A protected-series manager that is not a protected
  266  series manager of the protected series; and
  267         (e)A protected-series transferee that is not a protected
  268  series transferee of the protected series.
  269         (3)The liability of a person for a debt, obligation, or
  270  other liability of a protected series of a series limited
  271  liability company if the debt, obligation, or liability is
  272  asserted solely by reason of the person being or acting as:
  273         (a)An associated member, protected-series transferee, or
  274  protected-series manager of the protected series;
  275         (b)A member of the series limited liability company which
  276  is not an associated member of the protected series;
  277         (c)A protected-series manager that is not a protected
  278  series manager of the protected series;
  279         (d)A protected-series transferee that is not a protected
  280  series transferee of the protected series;
  281         (e)A manager of the series limited liability company; or
  282         (f)A transferee of a transferable interest of the series
  283  limited liability company.
  284         (4)The liability of a series limited liability company for
  285  a debt, obligation, or other liability of a protected series of
  286  the series limited liability company if the debt, obligation, or
  287  liability is asserted solely by reason of the series limited
  288  liability company:
  289         (a)Having delivered to the department for filing under s.
  290  605.2201(2) a protected series designation pertaining to the
  291  protected series or under s. 605.2201(4) or s. 605.2202(3) a
  292  statement of designation change pertaining to the protected
  293  series;
  294         (b)Being or acting as a protected-series manager of the
  295  protected series;
  296         (c)Having the protected series be or act as a manager of
  297  the series limited liability company; or
  298         (d)Owning a protected-series transferable interest of the
  299  protected series.
  300         (5)The liability of a protected series of a series limited
  301  liability company for a debt, obligation, or other liability of
  302  the series limited liability company or of another protected
  303  series of the series limited liability company if the debt,
  304  obligation, or liability is asserted solely by reason of:
  305         (a)The protected series:
  306         1.Being a protected series of the series limited liability
  307  company or having as a protected-series manager the series
  308  limited liability company or another protected series of the
  309  series limited liability company; or
  310         2.Being or acting as a protected-series manager of another
  311  protected series of the series limited liability company or a
  312  manager of the series limited liability company; or
  313         (b)The series limited liability company owning a
  314  protected-series transferable interest of the protected series.
  315         Section 6. Section 605.2106, Florida Statutes, is created
  316  to read:
  317         605.2106 Relation of operating agreement and the protected
  318  series provisions of this chapter.—
  319         (1)Except as otherwise provided in this section, and
  320  subject to ss. 605.2107 and 605.2108, the operating agreement of
  321  a series limited liability company governs:
  322         (a)The internal affairs of a protected series, including:
  323         1.Relations among any associated members of the protected
  324  series;
  325         2.Relations among the protected series and:
  326         a.Any associated member of the protected series;
  327         b.Any protected-series manager; or
  328         c.Any protected-series transferee;
  329         3.Relations between any associated member and:
  330         a.Any protected-series manager; or
  331         b.Any protected-series transferee;
  332         4.The rights and duties of a protected-series manager;
  333         5.Governance decisions affecting the activities and
  334  affairs of the protected series and the conduct of those
  335  activities and affairs; and
  336         6.Procedures and conditions for becoming an associated
  337  member or protected-series transferee.
  338         (b)Relations between a protected series of the series
  339  limited liability company and each of the following:
  340         1.The series limited liability company;
  341         2.Another protected series of the series limited liability
  342  company;
  343         3.The protected series, any of its protected-series
  344  managers, any associated member of the protected series, or any
  345  protected-series transferee of the protected series; and
  346         4.A person in the person’s capacity as:
  347         a.A member of the series limited liability company which
  348  is not an associated member of the protected series;
  349         b.A protected-series transferee or protected-series
  350  manager of another protected series; or
  351         c.A transferee of the series limited liability company.
  352         (2)If this chapter restricts the power of an operating
  353  agreement to affect a matter, the restriction applies to a
  354  matter under ss. 605.2101-605.2802 in accordance with s.
  355  605.0105.
  356         (3)If a law of this state other than this chapter imposes
  357  a prohibition, limitation, requirement, condition, obligation,
  358  liability, or other restriction on a limited liability company;
  359  a member, manager, or other agent of a limited liability
  360  company; or a transferee of a limited liability company, except
  361  as otherwise provided in the law of this state other than this
  362  chapter, the restriction applies in accordance with s. 605.2108.
  363         (4)Except as otherwise provided in s. 605.2107, if the
  364  operating agreement of a series limited liability company does
  365  not provide for a matter described in subsection (1) in a manner
  366  authorized by ss. 605.2101-605.2802, the matter is determined in
  367  accordance with the following:
  368         (a)To the extent ss. 605.2101-605.2802 address the matter,
  369  ss. 605.2101-605.2802 govern.
  370         (b)To the extent ss. 605.2101-605.2802 do not address the
  371  matter, this chapter governs the matter in accordance with s.
  372  605.2108.
  373         Section 7. Section 605.2107, Florida Statutes, is created
  374  to read:
  375         605.2107 Additional limitations on operating agreements.—
  376         (1)An operating agreement may not vary the effect of:
  377         (a)This section;
  378         (b)Section 605.2103;
  379         (c)Section 605.2104(1);
  380         (d)Section 605.2104(2) to provide a protected series a
  381  power beyond the powers this chapter provides a limited
  382  liability company;
  383         (e)Section 605.2104(3) or (4);
  384         (f)Section 605.2105;
  385         (g)Section 605.2106;
  386         (h)Section 605.2108;
  387         (i)Section 605.2201, except to vary the manner in which a
  388  series limited liability company approves establishing a
  389  protected series;
  390         (j)Section 605.2202;
  391         (k)Section 605.2301;
  392         (l)Section 605.2302;
  393         (m)Section 605.2303(1) or (2);
  394         (n)Section 605.2304(3) or (6);
  395         (o)Section 605.2401, except to decrease or eliminate a
  396  limitation of liability stated in that section;
  397         (p)Section 605.2402;
  398         (q)Section 605.2403;
  399         (r)Section 605.2404;
  400         (s)Section 605.2501(1), (4), and (5);
  401         (t)Section 605.2502, except to designate a different
  402  person to manage winding up;
  403         (u)Section 605.2503;
  404         (v)Sections 605.2601-605.2608;
  405         (w)Sections 605.2701-605.2704;
  406         (x)Sections 605.2801-605.2802, except to vary:
  407         1.The manner in which a series limited liability company
  408  may elect under s. 605.2802(1)(b) to be subject to this chapter;
  409  or
  410         2.The person that has the right to sign and deliver to the
  411  department for filing a record under s. 605.2802(2)(b); or
  412         (y)A provision of this chapter pertaining to:
  413         1.A registered office or registered agents; or
  414         2.The department, including provisions relating to records
  415  authorized or required to be delivered to the department for
  416  filing under this chapter.
  417         (2)An operating agreement may not unreasonably restrict
  418  the duties and rights under s. 605.2305 but may impose
  419  reasonable restrictions on the availability and use of
  420  information obtained under s. 605.2305 and may provide
  421  appropriate remedies, including liquidated damages, for a breach
  422  of any reasonable restriction on use.
  423         Section 8. Section 605.2108, Florida Statutes, is created
  424  to read:
  425         605.2108 Application of this chapter to specified
  426  provisions of protected series.—
  427         (1) Except as otherwise provided in subsection (2) and s.
  428  605.2107, the following apply in applying ss. 605.2106,
  429  605.2304(3) and (6), 605.2501(4)(a), 605.2502(1), and
  430  605.2503(2):
  431         (a) A protected series of a series limited liability
  432  company is deemed to be a limited liability company that is
  433  formed separately from the series limited liability company and
  434  is distinct from the series limited liability company and any
  435  other protected series of the series limited liability company.
  436         (b) An associated member of the protected series of a
  437  series limited liability company is deemed to be a member of the
  438  series limited liability company deemed to exist under paragraph
  439  (a).
  440         (c) A protected-series transferee of the protected series
  441  is deemed to be a transferee of the series limited liability
  442  company deemed to exist under paragraph (a).
  443         (d) A protected-series transferable interest of the
  444  protected series is deemed to be a transferable interest of the
  445  series limited liability company deemed to exist under paragraph
  446  (a).
  447         (e) A protected-series manager is deemed to be a manager of
  448  the series limited liability company deemed to exist under
  449  paragraph (a).
  450         (f) An asset of the protected series is deemed to be an
  451  asset of the series limited liability company deemed to exist
  452  under paragraph (a), regardless of whether the asset is an
  453  associated asset of the protected series.
  454         (g) Any creditor or other obligee of the protected series
  455  is deemed to be a creditor or obligee of the series limited
  456  liability company deemed to exist under paragraph (a).
  457         (2) Subsection (1) does not apply if its application would:
  458         (a) Contravene s. 605.0105; or
  459         (b) Authorize or require the department to:
  460         1. Accept for filing a type of record that this chapter
  461  does not authorize or require a person to deliver to the
  462  department for filing; or
  463         2. Make or deliver a record that this chapter does not
  464  authorize or require the department to make or deliver.
  465         (3) Except to the extent otherwise specified in ss.
  466  605.2101-605.2802, the provisions of this chapter applicable to
  467  limited liability companies in general and their managers,
  468  members, and transferees, including, but not limited to,
  469  provisions relating to formation, operation, existence,
  470  management, court proceedings, and filings with the department
  471  and other state or local government agencies, are applicable to
  472  each series limited liability company and to each protected
  473  series established pursuant to s. 605.2201.
  474         Section 9. Section 605.2201, Florida Statutes, is created
  475  to read:
  476         605.2201 Protected series designation; amendment.—
  477         (1)With the affirmative vote or consent of all members of
  478  a limited liability company, the company may establish a
  479  protected series.
  480         (2)To establish a protected series, a limited liability
  481  company shall deliver to the department for filing a protected
  482  series designation, signed by the company, stating the name of
  483  the company and the name of the protected series to be
  484  established, and any other information the department requires
  485  for filing.
  486         (3)A protected series is established when the protected
  487  series designation takes effect under s. 605.0207.
  488         (4)To amend a protected series designation, a series
  489  limited liability company shall deliver to the department for
  490  filing a statement of designation change, signed by the company,
  491  that sets forth: (i) the name of the series limited liability
  492  company and the name of the protected series to which the
  493  designation applies, (ii) each change to the protected series
  494  designation, and (iii) a statement that the change was approved
  495  by the affirmative vote or consent of the members of the series
  496  limited liability company required to make the designated
  497  change. The change takes effect when the statement of
  498  designation change takes effect under s. 605.0207.
  499         Section 10. Section 605.2202, Florida Statutes, is created
  500  to read:
  501         605.2202 Protected series name.—
  502         (1)Except as otherwise provided in subsection (2), the
  503  name of a protected series must comply with s. 605.0112.
  504         (2)The name of a protected series of a series limited
  505  liability company must:
  506         (a)Begin with the name of the series limited liability
  507  company, including any word or abbreviation required by s.
  508  605.0112; and
  509         (b)Contain the phrase “protected series” or the
  510  abbreviation “P.S.” or “PS.
  511         (3)If a series limited liability company changes its name,
  512  the company must deliver to the department for filing a
  513  statement of designation change for each of the company’s
  514  protected series, changing the name of each protected series to
  515  comply with this section.
  516         Section 11. Section 605.2203, Florida Statutes, is created
  517  to read:
  518         605.2203 Registered agent.—
  519         (1)The registered agent in this state for a series limited
  520  liability company is the registered agent in this state for each
  521  protected series of the company.
  522         (2)Before delivering a protected series designation to the
  523  department for filing, a series limited liability company must
  524  agree with a registered agent that the agent will serve as the
  525  registered agent in this state for the company and for each
  526  protected series of the company.
  527         (3)A person that signs a protected series designation
  528  delivered to the department for filing affirms as a fact that
  529  the series limited liability company on whose behalf the
  530  designation is delivered has complied with subsection (2).
  531         (4)A person that ceases to be the registered agent for a
  532  series limited liability company ceases to be the registered
  533  agent for each protected series of the company.
  534         (5)A person that ceases to be the registered agent for a
  535  protected series of a series limited liability company, other
  536  than as a result of the termination of the protected series,
  537  ceases to be the registered agent of the company and any other
  538  protected series of the company.
  539         (6)Except as otherwise agreed upon by a series limited
  540  liability company and its registered agent, the registered agent
  541  is not obligated to distinguish between a process, notice,
  542  demand, or other record concerning the company and a process,
  543  notice, demand, or other record concerning a protected series of
  544  the company.
  545         Section 12. Section 605.2204, Florida Statutes, is created
  546  to read:
  547         605.2204 Service of process, notice, demand, or other
  548  record.—
  549         (1)A protected series of a series limited liability
  550  company may be served with a process required or authorized by
  551  law by:
  552         (a)Serving the registered agent of the series limited
  553  liability company;
  554         (b)Serving the registered agent of the protected series;
  555  or
  556         (c)Other means authorized by the law of this state other
  557  than this chapter.
  558         (2)Service of a summons and complaint on a series limited
  559  liability company is notice to each protected series of the
  560  company of service of the summons and complaint and the contents
  561  of the complaint.
  562         (3)Service of a summons and complaint on a protected
  563  series of a series limited liability company is notice to the
  564  company and any other protected series of the company of service
  565  of the summons and complaint and the contents of the complaint.
  566         (4)Service of a summons and complaint on a foreign series
  567  limited liability company is notice to each foreign protected
  568  series of the foreign company, of service of the summons and
  569  complaint and the contents of the complaint.
  570         (5)Service of a summons and complaint on a foreign
  571  protected series of a foreign series limited liability company
  572  is notice to the foreign company and any other foreign protected
  573  series of the foreign series limited liability company, of
  574  service of the summons and complaint and the contents of the
  575  complaint.
  576         (6)Notice to a person under subsection (2), subsection
  577  (3), subsection (4), or subsection (5) is effective regardless
  578  of whether the summons and complaint identify the person if the
  579  summons and complaint name as a party and identify:
  580         (a)The series limited liability company or a protected
  581  series of the series limited liability company; or
  582         (b)The foreign series limited liability company or a
  583  foreign protected series of the foreign series limited liability
  584  company.
  585         (7)If a domestic or foreign series limited liability
  586  company or a protected series of a domestic or foreign series
  587  limited liability company ceases to have a registered agent, or
  588  its registered agent cannot with reasonable diligence be served,
  589  the process required or permitted by law instead may be served
  590  in accordance with s. 605.0117(2)-(6).
  591         (8)Any notice or demand on a domestic or foreign series
  592  limited liability company or a protected series of a domestic or
  593  foreign limited liability company may be given or made in
  594  accordance with s. 605.0117(7).
  595         (9)This section does not affect the right to serve
  596  process, notice, or a demand in any other manner provided by
  597  law.
  598         Section 13. Section 605.2205, Florida Statutes, is created
  599  to read:
  600         605.2205 Certificate of status for protected series.—
  601         (1)Upon request and payment of the requisite fee, and in
  602  compliance with any other applicable requirements of the
  603  department or this chapter, the department shall issue a
  604  certificate of status for a protected series of a domestic
  605  series limited liability company, or a certificate of authority
  606  for a foreign protected series, if:
  607         (a)In the case of a protected series:
  608         1.No statement of dissolution, termination, or relocation
  609  pertaining to the series limited liability company or the
  610  protected series, has been filed; and
  611         2.The series limited liability company has delivered to
  612  the department for filing the most recent annual report required
  613  by s. 605.0212 and the report includes the name of the protected
  614  series, unless:
  615         a.When the series limited liability company delivered the
  616  report for filing, the protected series designation pertaining
  617  to the protected series had not yet taken effect; or
  618         b.After the series limited liability company delivered the
  619  report for filing, the company delivered to the department for
  620  filing a statement of designation change, changing the name of
  621  the protected series; or
  622         (b)In the case of a foreign protected series, it is
  623  authorized to transact business in this state.
  624         (2)A certificate issued under subsection (1) must state:
  625         (a)In the case of a protected series:
  626         1.The name of the protected series of the series limited
  627  liability company and the name of the company;
  628         2.That the requirements of subsection (1) are met;
  629         3.The date the protected series designation pertaining to
  630  the protected series took effect; and
  631         4.If a statement of designation change pertaining to the
  632  protected series has been filed, the effective date and contents
  633  of the statement;
  634         (b)In the case of a foreign protected series, that it is
  635  authorized to transact business in this state;
  636         (c)That all fees, taxes, interest, and penalties owed to
  637  this state by the protected series or the foreign protected
  638  series and collected through the department have been paid; and
  639         (d)Other facts reflected in the records of the department
  640  pertaining to the protected series or foreign protected series
  641  which the person requesting the certificate reasonably requests.
  642         (3)Subject to any qualification stated by the department
  643  in a certificate issued under subsection (1), the certificate
  644  may be relied on as conclusive evidence of the facts stated in
  645  the certificate.
  646         Section 14. Section 605.2206, Florida Statutes, is created
  647  to read:
  648         605.2206 Information required in annual report; effect of
  649  failure to provide such information.—
  650         (1)In the annual report required by s. 605.0212, a series
  651  limited liability company shall include the name of each
  652  protected series of the company:
  653         (a)For which the series limited liability company has
  654  previously delivered to the department for filing a protected
  655  series designation; and
  656         (b)Which has not dissolved and completed winding up.
  657         (2)A failure by a series limited liability company to
  658  comply with subsection (1) with regard to a protected series
  659  prevents issuance of a certificate of status pertaining to the
  660  protected series, but does not otherwise affect the protected
  661  series.
  662         Section 15. Section 605.2301, Florida Statutes, is created
  663  to read:
  664         605.2301 Associated asset.—
  665         (1) Only an asset of a protected series may be an
  666  associated asset of the protected series. Only an asset of a
  667  series limited liability company may be an associated asset of
  668  the company.
  669         (2)(a) An asset of a protected series of a series limited
  670  liability company is an associated asset of the protected series
  671  only if the protected series creates and maintains records that
  672  state the name of the protected series and describe the asset
  673  with sufficient specificity to permit a disinterested,
  674  reasonable individual to:
  675         1. Identify the asset and distinguish it from any other
  676  asset of the protected series, any asset of the series limited
  677  liability company, and any asset of any other protected series
  678  of the company;
  679         2. Determine when and from what person the protected series
  680  acquired the asset or how the asset otherwise became an asset of
  681  the protected series; and
  682         3. If the protected series acquired the asset from the
  683  series limited liability company or another protected series of
  684  the company, determine any consideration paid, the payor, and
  685  the payee.
  686         (b) A deed or other instrument granting an interest in real
  687  property to or from one or more protected series of a series
  688  limited liability company, or any other instrument otherwise
  689  affecting an interest in real property held by one or more
  690  protected series of a series limited liability company, in each
  691  case to the extent such deed or other instrument is recorded in
  692  the office for recording transfers or other matters affecting
  693  real property, is conclusive in favor of a person who gives
  694  value without knowledge of the lack of authority of the person
  695  signing and delivering the deed or other instrument, and
  696  constitutes a record that such interest in real property is an
  697  associated asset or liability, as applicable, of the protected
  698  series.
  699         (3)(a) An asset of a series limited liability company is an
  700  associated asset of the company only if the company creates and
  701  maintains records that state the name of the company and
  702  describe the asset with sufficient specificity to permit a
  703  disinterested, reasonable individual to:
  704         1. Identify the asset and distinguish it from any other
  705  asset of the series limited liability company and any asset of
  706  any protected series of the company;
  707         2.Determine when and from what person the series limited
  708  liability company acquired the asset or how the asset otherwise
  709  became an asset of the company; and
  710         3.If the series limited liability company acquired the
  711  asset from a protected series of the company, determine any
  712  consideration paid, the payor, and the payee.
  713         (b) A deed or other instrument granting an interest in real
  714  property to or from a series limited liability company, or any
  715  other instrument otherwise affecting an interest in real
  716  property held by a series limited liability company, in each
  717  case to the extent such deed or other instrument is recorded in
  718  the office for recording transfers or other matters affecting
  719  real property is conclusive in favor of a person who gives value
  720  without knowledge of the lack of authority of the person signing
  721  and delivering the deed or other instrument, and constitutes a
  722  record that such interest in real property is an associated
  723  asset or liability, as applicable, of the series limited
  724  liability company.
  725         (4) The records and recordkeeping required by subsections
  726  (2) and (3) may be organized by specific listing, category,
  727  type, quantity, or computational or allocational formula or
  728  procedure, including a percentage or share of any asset, or in
  729  any other reasonable manner.
  730         (5) To the extent authorized by this chapter and the law of
  731  this state other than this chapter, a series limited liability
  732  company or protected series of a series limited liability
  733  company may hold an associated asset directly or indirectly,
  734  through a representative, nominee, or similar arrangement,
  735  except that:
  736         (a) A protected series may not hold an associated asset in
  737  the name of the series limited liability company or another
  738  protected series of the company; and
  739         (b) The series limited liability company may not hold an
  740  associated asset in the name of a protected series of the
  741  company.
  742         Section 16. Section 605.2302, Florida Statutes, is created
  743  to read:
  744         605.2302 Associated member.—
  745         (1)Only a member of a series limited liability company may
  746  be an associated member of a protected series of the company.
  747         (2)A member of a series limited liability company becomes
  748  an associated member of a protected series of the company if the
  749  operating agreement or a procedure established by the operating
  750  agreement states:
  751         (a)That the member is an associated member of the
  752  protected series;
  753         (b)The date on which the member became an associated
  754  member of the protected series; and
  755         (c)Any protected-series transferable interest the
  756  associated member has in connection with becoming or being an
  757  associated member of the protected series.
  758         (3)If a person that is an associated member of a protected
  759  series of a series limited liability company is dissociated from
  760  the company, the person ceases to be an associated member of the
  761  protected series.
  762         Section 17. Section 605.2303, Florida Statutes, is created
  763  to read:
  764         605.2303 Protected-series transferable interest.—
  765         (1)A protected-series transferable interest of a protected
  766  series of a series limited liability company must be owned
  767  initially by an associated member of the protected series or the
  768  series limited liability company.
  769         (2)If a protected series of a series limited liability
  770  company has no associated members when established, the company
  771  owns the protected-series transferable interests in the
  772  protected series.
  773         (3)In addition to acquiring a protected-series
  774  transferable series interest under subsection (2), a series
  775  limited liability company may acquire a protected-series
  776  transferable interest through a transfer from another person or
  777  as provided in the operating agreement.
  778         (4)Except for s. 605.2108(1)(c), a provision of this
  779  chapter which applies to a protected-series transferee of a
  780  protected series of a series limited liability company applies
  781  to the company in its capacity as an owner of a protected-series
  782  transferable interest of the protected series. A provision of
  783  the operating agreement of a series limited liability company
  784  which applies to a protected-series transferee of a protected
  785  series of the company applies to the company in its capacity as
  786  an owner of a protected-series transferable interest of the
  787  protected series.
  788         Section 18. Section 605.2304, Florida Statutes, is created
  789  to read:
  790         605.2304 Management.—
  791         (1)A protected series may have more than one protected
  792  series manager.
  793         (2)If a protected series has no associated members, the
  794  series limited liability company is the protected-series
  795  manager.
  796         (3)Section 605.2108 applies to the determination of any
  797  duties of a protected-series manager of a protected series to:
  798         (a)The protected series;
  799         (b)Any associated member of the protected series; and
  800         (c)Any protected-series transferee of the protected
  801  series.
  802         (4)Solely by reason of being or acting as a protected
  803  series manager of a protected series, a person owes no duty to:
  804         (a)The series limited liability company;
  805         (b)Another protected series of the series limited
  806  liability company; or
  807         (c)Another person in that person’s capacity as:
  808         1.A member of the series limited liability company which
  809  is not an associated member of the protected series;
  810         2.A protected-series transferee or protected-series
  811  manager of another protected series; or
  812         3.A transferee of the series limited liability company.
  813         (5)An associated member of a protected series of a series
  814  limited liability company has the same rights as any other
  815  member of the company to vote on or consent to an amendment to
  816  the company’s operating agreement or any other matter being
  817  decided by the members, regardless of whether the amendment or
  818  matter affects the interests of the protected series or the
  819  associated member.
  820         (6)The right of a member to maintain a derivative action
  821  to enforce a right of a limited liability company pursuant to s.
  822  605.0802 shall apply to:
  823         (a)An associated member of a protected series, in
  824  accordance with s. 605.2108, and
  825         (b)A member of a series limited liability company in
  826  accordance with s. 605.2108.
  827         (7)An associated member of a protected series is an agent
  828  for the protected series with power to bind the protected series
  829  to the same extent that a member of a limited liability company
  830  is an agent for the company with power to bind the company under
  831  s. 605.04074(1)(a).
  832         Section 19. Section 605.2305, Florida Statutes, is created
  833  to read:
  834         605.2305 Right of a person who is not an associated member
  835  of protected series to information concerning protected series.—
  836         (1) A member of a series limited liability company which is
  837  not an associated member of a protected series of the company
  838  has a right to information concerning the protected series to
  839  the same extent, in the same manner, and under the same
  840  conditions that a member that is not a manager of a manager
  841  managed limited liability company has a right to information of
  842  the company under ss. 605.0410(1) and 605.0410(3)(b).
  843         (2) A person who was formerly an associated member of a
  844  protected series has a right to information concerning the
  845  protected series to the same extent, in the same manner, and
  846  under the same conditions that a person dissociated as a member
  847  of a manager-managed limited liability company has a right to
  848  information concerning the limited liability company under s.
  849  605.0410(4) or other applicable law.
  850         (3) If an associated member of a protected series dies, the
  851  legal representative of the deceased associated member has a
  852  right to information concerning the protected series to the same
  853  extent, in the same manner, and under the same conditions that
  854  the legal representative of a deceased member of a limited
  855  liability company has a right to information concerning the
  856  company under s. 605.0410(9).
  857         (4) A protected-series manager of a protected series has a
  858  right to information concerning the protected series to the same
  859  extent, in the same manner, and under the same conditions that a
  860  manager of a manager-managed limited liability company has a
  861  right to information concerning the company under s.
  862  605.0410(3)(a).
  863         (5) The court-ordered inspection provisions of s. 605.0411
  864  also apply to the information rights regarding series limited
  865  liability companies and protected series described in this
  866  section.
  867         Section 20. Section 605.2401, Florida Statutes, is created
  868  to read:
  869         605.2401 Limitations on liability.—
  870         (1) A person is not liable, directly or indirectly, by way
  871  of contribution or otherwise, for a debt, obligation, or other
  872  liability of:
  873         (a) A protected series of a series limited liability
  874  company solely by reason of being or acting as:
  875         1. An associated member, protected-series manager, or
  876  protected-series transferee of the protected series; or
  877         2. A member, manager, or a transferee of the company; or
  878         (b) A series limited liability company solely by reason of
  879  being or acting as an associated member, protected-series
  880  manager, or protected-series transferee of a protected series of
  881  the company.
  882         (2) Subject to s. 605.2404, the following apply:
  883         (a) A debt, obligation, or other liability of a series
  884  limited liability company is solely the debt, obligation, or
  885  liability of the company.
  886         (b) A debt, obligation, or other liability of a protected
  887  series is solely the debt, obligation, or liability of the
  888  protected series.
  889         (c) A series limited liability company is not liable,
  890  directly or indirectly, by way of contribution or otherwise, for
  891  a debt, obligation, or other liability of a protected series of
  892  the company solely by reason of the protected series being a
  893  protected series of the company, or the series limited liability
  894  company:
  895         1. Being or acting as a protected-series manager of the
  896  protected series;
  897         2. Having the protected series manage the series limited
  898  liability company; or
  899         3. Owning a protected-series transferable interest of the
  900  protected series.
  901         (d) A protected series of a series limited liability
  902  company is not liable, directly or indirectly, by way of
  903  contribution or otherwise, for a debt, obligation, or other
  904  liability of the company or another protected series of the
  905  company, solely by reason of:
  906         1. Being a protected series of the series limited liability
  907  company;
  908         2. Being or acting as a manager of the series limited
  909  liability company or a protected-series manager of another
  910  protected series of the company; or
  911         3. Having the series limited liability company or another
  912  protected series of the company be or act as a protected-series
  913  manager of the protected series.
  914         Section 21. Section 605.2402, Florida Statutes, is created
  915  to read:
  916         605.2402 Claim seeking to disregard limitation of
  917  liability.—
  918         (1) Except as otherwise provided in subsection (2), a claim
  919  seeking to disregard a limitation in s. 605.2401 is governed by
  920  the principles of law and equity, including a principle
  921  providing a right to a creditor or holding a person liable for a
  922  debt, obligation, or other liability of another person, which
  923  would apply if each protected series of a series limited
  924  liability company were a limited liability company formed
  925  separately from the series limited liability company and
  926  distinct from the series limited liability company and any other
  927  protected series of the series limited liability company.
  928         (2) The failure of a limited liability company or a
  929  protected series to observe formalities relating to the exercise
  930  of its powers or management of its activities and affairs is not
  931  a ground to disregard a limitation in s. 605.2401(1) but may be
  932  a ground to disregard a limitation in s. 605.2401(2).
  933         (3) This section applies to a claim seeking to disregard a
  934  limitation of liability applicable to a foreign series limited
  935  liability company or foreign protected series and comparable to
  936  a limitation stated in s. 605.2401, if:
  937         (a) The claimant is a resident of this state, transacting
  938  business in this state, or authorized to transact business in
  939  this state; or
  940         (b) The claim is to establish or enforce a liability
  941  arising under law of this state other than this chapter or from
  942  an act or omission in this state.
  943         Section 22. Section 605.2403, Florida Statutes, is created
  944  to read:
  945         605.2403 Remedies of judgment creditor of associated member
  946  or protected-series transferee.—The provisions of s. 605.0503
  947  providing or restricting remedies available to a judgment
  948  creditor of a member or transferee of a limited liability
  949  company apply to a judgment creditor of:
  950         (1)An associated member or protected-series transferee of
  951  a protected series; and
  952         (2)A series limited liability company, to the extent the
  953  company owns a protected-series transferable interest of a
  954  protected series.
  955         Section 23. Section 605.2404, Florida Statutes, is created
  956  to read:
  957         605.2404 Enforcement of claim against non-associated
  958  asset.—
  959         (1) For the purposes of this section, the term:
  960         (a) “Enforcement date” means 12:01 a.m. on the date on
  961  which a claimant first serves process on a series limited
  962  liability company or protected series in an action seeking to
  963  enforce a claim against an asset of the company or protected
  964  series by attachment, levy, or the like under this section.
  965         (b) “Incurrence date” subject to s. 605.2608(2) means the
  966  date on which a series limited liability company or protected
  967  series incurred the liability giving rise to a claim that a
  968  claimant seeks to enforce under this section.
  969         (2) If a claim against a series limited liability company
  970  or a protected series of the company has been reduced to
  971  judgment, in addition to any other remedy provided by law or
  972  equity, the judgment may be enforced in accordance with the
  973  following:
  974         (a) A judgment against the series limited liability company
  975  may be enforced against an asset of a protected series of the
  976  company if the asset:
  977         1. Was a non-associated asset of the protected series on
  978  the incurrence date; or
  979         2. Is a non-associated asset of the protected series on the
  980  enforcement date.
  981         (b) A judgment against a protected series may be enforced
  982  against an asset of the series limited liability company if the
  983  asset:
  984         1. Was a non-associated asset of the series limited
  985  liability company on the incurrence date; or
  986         2. Is a non-associated asset of the series limited
  987  liability company on the enforcement date.
  988         (c) A judgment against a protected series may be enforced
  989  against an asset of another protected series of the series
  990  limited liability company if the asset:
  991         1. Was a non-associated asset of the other protected series
  992  on the incurrence date; or
  993         2. Is a non-associated asset of the other protected series
  994  on the enforcement date.
  995         (3) In addition to any other remedy provided by law or
  996  equity, if a claim against a series limited liability company or
  997  a protected series has not been reduced to a judgment, and law
  998  other than this chapter permits a prejudgment remedy by
  999  attachment, levy, or the like, the court may apply subsection
 1000  (2) as a prejudgment remedy.
 1001         (4) In a proceeding under this section, the party asserting
 1002  that an asset is or was an associated asset of a series limited
 1003  liability company or a protected series of the series limited
 1004  liability company has the burden of proof on the issue.
 1005         (5) This section applies to an asset of a foreign series
 1006  limited liability company or foreign protected series if:
 1007         (a) The asset is real or tangible property located in this
 1008  state;
 1009         (b) The claimant is a resident of this state or transacting
 1010  business or authorized to transact business in this state, or
 1011  the claim under this section is to enforce a judgment, or to
 1012  seek a pre-judgment remedy, pertaining to a liability arising
 1013  from the law of this state other than this chapter or an act or
 1014  omission in this state; and
 1015         (c) The asset is not identified in the records of the
 1016  foreign series limited liability company or foreign protected
 1017  series in a manner comparable to the manner required by s.
 1018  605.2301.
 1019         Section 24. Section 605.2501, Florida Statutes, is created
 1020  to read:
 1021         605.2501 Events causing dissolution of protected series.—A
 1022  protected series of a series limited liability company is
 1023  dissolved, and its activities and affairs must be wound up, upon
 1024  the:
 1025         (1)Dissolution of the series limited liability company;
 1026         (2)Occurrence of an event or circumstance the operating
 1027  agreement states causes dissolution of the protected series;
 1028         (3)Affirmative vote or consent of all associated members
 1029  of the protected series;
 1030         (4)Entry by the court of an order dissolving the protected
 1031  series on application by an associated member or protected
 1032  series manager of the protected series:
 1033         (a)In accordance with s. 605.2108; and
 1034         (b)To the same extent, in the same manner, and on the same
 1035  grounds the court would enter an order dissolving a limited
 1036  liability company on application by a member or manager of the
 1037  limited liability company pursuant to s. 605.0702;
 1038         (5)Entry by the court of an order dissolving the protected
 1039  series on application by the series limited liability company,
 1040  or a member or manager of the series limited liability company:
 1041         (a)In accordance with s. 605.2108; and
 1042         (b)To the same extent, in the same manner, and on the same
 1043  grounds the court would enter an order dissolving a limited
 1044  liability company on application by a member or manager of the
 1045  limited liability company pursuant to s. 605.0702;
 1046         (6)Automatic or involuntary dissolution of the series
 1047  limited liability company that established the protected series;
 1048  or
 1049         (7)The filing of a statement of administrative dissolution
 1050  of the limited liability company by the department pursuant to
 1051  s. 605.0714.
 1052         Section 25. Section 605.2502, Florida Statutes, is created
 1053  to read:
 1054         605.2502 Winding up dissolved protected series.—
 1055         (1) Subject to subsections (2) and (3) and in accordance
 1056  with s. 605.2108:
 1057         (a) A dissolved protected series shall wind up its
 1058  activities and affairs in the same manner that a dissolved
 1059  limited liability company winds up its activities and affairs
 1060  under s. 605.0709, subject to the same requirements and
 1061  conditions, and with the same effects; and
 1062         (b) Judicial supervision or another judicial remedy is
 1063  available in the winding up of the protected series to the same
 1064  extent, in the same manner, under the same conditions, and with
 1065  the same effects that apply under s. 605.0709(5).
 1066         (2) When a protected series of a series limited liability
 1067  company dissolves, the company may deliver to the department for
 1068  filing articles of protected series dissolution stating the name
 1069  of the series limited liability company and the protected series
 1070  and that the protected series is dissolved. The filing of the
 1071  articles of dissolution by the department has the same effect
 1072  with regard to the protected series as the filing by a limited
 1073  liability company of articles of dissolution with the department
 1074  under s. 605.0707.
 1075         (3) When a protected series of a series limited liability
 1076  company has completed winding up in accordance with s. 605.0709,
 1077  the company that established the protected series may deliver to
 1078  the department for filing a statement of designation
 1079  cancellation, stating: (i) the name of the company and the
 1080  protected series, (ii) that the protected series is terminated
 1081  with the effective date of the termination if that date is not
 1082  the date of filing of the statement of designation cancellation,
 1083  and (iii) any other information required by the department. The
 1084  filing of the statement of designation cancellation by the
 1085  department has the same effect as the filing by the department
 1086  of a statement of termination under s. 605.0709(7).
 1087         (4) A series limited liability company has not completed
 1088  its winding up until each of the protected series of the company
 1089  has completed its winding up.
 1090         Section 26. Section 605.2503, Florida Statutes, is created
 1091  to read:
 1092         605.2503 Effect of reinstatement of series limited
 1093  liability company or revocation of voluntary dissolution.—If a
 1094  series limited liability company that has been administratively
 1095  dissolved is reinstated, or a series limited liability company
 1096  that voluntarily dissolved revokes its articles of dissolution
 1097  before filing a statement of termination:
 1098         (1)Each protected series of the series limited liability
 1099  company ceases winding up; and
 1100         (2)The provisions of s. 605.0708 apply to the series
 1101  limited liability company and apply to each protected series of
 1102  the company, in accordance with s. 605.2108.
 1103         Section 27. Section 605.2601, Florida Statutes, is created
 1104  to read:
 1105         605.2601 Entity transactions involving a series limited
 1106  liability company or a protected series restricted;
 1107  definitions.—As used in ss. 605.2601-605.2608, the term:
 1108         (1) “After a merger” or “after the merger” means when a
 1109  merger under s. 605.2604 becomes effective and afterwards.
 1110         (2) “Before a merger” or “before the merger” means before a
 1111  merger under s. 605.2604 becomes effective.
 1112         (3) “Continuing protected series” means a protected series
 1113  of a surviving series limited liability company which continues
 1114  in uninterrupted existence after a merger under s. 605.2604.
 1115         (4) “Merging company” means a limited liability company
 1116  that is party to a merger under s. 605.2604.
 1117         (5) “Non-surviving company” means a merging company that
 1118  does not continue in existence after a merger under s. 605.2604.
 1119         (6) “Relocated protected series” means a protected series
 1120  of a non-surviving company which, after a merger under s.
 1121  605.2604, continues in uninterrupted existence as a protected
 1122  series of the surviving company.
 1123         (7) “Surviving company” means a merging company that
 1124  continues in existence after a merger under s. 605.2604.
 1125         Section 28. Section 605.2602, Florida Statutes, is created
 1126  to read:
 1127         605.2602 Protected series may not be party to entity
 1128  transaction.—Except as provided in ss. 605.2605(2), 605.2606(2),
 1129  and 605.2607(1), a protected series may not be a party to, be
 1130  formed, organized, established, or created in, or result from:
 1131         (1)A conversion, domestication, interest exchange, or
 1132  merger under:
 1133         (a)This chapter; or
 1134         (b)The law of a foreign jurisdiction, however the
 1135  transaction is denominated under such law; or
 1136         (2)A transaction with the same substantive effect as a
 1137  conversion, domestication, interest exchange, or merger.
 1138         Section 29. Section 605.2603, Florida Statutes, is created
 1139  to read:
 1140         605.2603 Restriction on entity transaction involving series
 1141  limited liability company.—A series limited liability company
 1142  may not be:
 1143         (1)A party to, formed, organized, created in, or result
 1144  from:
 1145         (a)A conversion, domestication, or interest exchange,
 1146  under:
 1147         1.This chapter; or
 1148         2.The law of a foreign jurisdiction, however the
 1149  transaction is denominated under such law; or
 1150         (b)A transaction with the same substantive effect as a
 1151  conversion, domestication, or interest exchange.
 1152         (2)Except as otherwise provided in s. 605.2604, a party to
 1153  or the surviving company of:
 1154         (a)A merger under:
 1155         1.This chapter; or
 1156         2.The law of a foreign jurisdiction, however a merger is
 1157  denominated under such law; or
 1158         (b)A transaction with the same substantive effect as a
 1159  merger.
 1160         Section 30. Section 605.2604, Florida Statutes, is created
 1161  to read:
 1162         605.2604 Merger authorized; parties restricted.—A series
 1163  limited liability company may be party to a merger in accordance
 1164  with ss. 605.1021-605.1026, this section, and ss. 605.2605
 1165  605.2608, only if:
 1166         (1)Each other party to the merger is a limited liability
 1167  company; and
 1168         (2)The surviving company is not created in the merger.
 1169         Section 31. Section 605.2605, Florida Statutes, is created
 1170  to read:
 1171         605.2605 Plan of merger.—In a merger under s. 605.2604, the
 1172  plan of merger must:
 1173         (1)Comply with s. 605.1022 relating to the contents of a
 1174  plan of merger of a limited liability company; and
 1175         (2)State in a record:
 1176         (a)For any protected series of a non-surviving company,
 1177  whether after the merger the protected series will be a
 1178  relocated protected series or be dissolved, wound up, and
 1179  terminated;
 1180         (b)For any protected series of the surviving company which
 1181  exists before the merger, whether after the merger the protected
 1182  series will be a continuing protected series or be dissolved,
 1183  wound up, and terminated;
 1184         (c)For each relocated protected series or continuing
 1185  protected series:
 1186         1.The name of any person that becomes an associated member
 1187  or protected-series transferee of the protected series after the
 1188  merger, any consideration to be paid by, on behalf of, or in
 1189  respect of the person, the name of the payor, and the name of
 1190  the payee;
 1191         2.The name of any person whose rights or obligations in
 1192  the person’s capacity as an associated member or protected
 1193  series transferee will change after the merger;
 1194         3.Any consideration to be paid to a person who before the
 1195  merger was an associated member or protected-series transferee
 1196  of the protected series and the name of the payor; and
 1197         4.If after the merger the protected series will be a
 1198  relocated protected series, its new name;
 1199         (d)For any protected series to be established by the
 1200  surviving company as a result of the merger:
 1201         1.The name of the protected series and the address of its
 1202  principal office;
 1203         2.Any protected-series transferable interest to be owned
 1204  by the surviving company when the protected series is
 1205  established; and
 1206         3.The name of and any protected-series transferable
 1207  interest owned by any person that will be an associated member
 1208  of the protected series when the protected series is
 1209  established; and
 1210         (e)For any person that is an associated member of a
 1211  relocated protected series and will remain a member after the
 1212  merger, any amendment to the operating agreement of the
 1213  surviving limited liability company which:
 1214         1.Is or is proposed to be in a record; and
 1215         2.Is necessary or appropriate to state the rights and
 1216  obligations of the person as a member of the surviving limited
 1217  liability company.
 1218         Section 32. Section 605.2606, Florida Statutes, is created
 1219  to read:
 1220         605.2606 Articles of merger.—In a merger under s. 605.2604,
 1221  the articles of merger must:
 1222         (1)Comply with s. 605.1025 relating to the articles of
 1223  merger; and
 1224         (2)Include as an attachment the following records, each to
 1225  become effective when the merger becomes effective:
 1226         (a)For a protected series of a merging company being
 1227  terminated as a result of the merger, a statement of designation
 1228  cancellation and termination signed by the non-surviving merging
 1229  company;
 1230         (b)For a protected series of a non-surviving company which
 1231  after the merger will be a relocated protected series:
 1232         1.A statement of relocation signed by the non-surviving
 1233  company which contains the name of the series limited liability
 1234  company and the name of the protected series before and after
 1235  the merger; and
 1236         2.A statement of protected series designation signed by
 1237  the surviving company; and
 1238         (c)For a protected series being established by the
 1239  surviving company as a result of the merger, a protected series
 1240  designation signed by the surviving company.
 1241         Section 33. Section 605.2607, Florida Statutes, is created
 1242  to read:
 1243         605.2607 Effect of merger.—When a merger of a protected
 1244  series under s. 605.2604 becomes effective, in addition to the
 1245  effects stated in s. 605.1026 stating the effect of a merger:
 1246         (1)As provided in the plan of merger, each protected
 1247  series of each merging series limited liability company which
 1248  was established before the merger:
 1249         (a)Is a relocated protected series or continuing protected
 1250  series; or
 1251         (b)Is dissolved, wound up, and terminated;
 1252         (2)Any protected series to be established as a result of
 1253  the merger is established;
 1254         (3)Any relocated protected series or continuing protected
 1255  series is the same person without interruption as it was before
 1256  the merger;
 1257         (4)All property of a relocated protected series or
 1258  continuing protected series continues to be vested in the
 1259  protected series without transfer, reversion, or impairment;
 1260         (5)All debts, obligations, and other liabilities of a
 1261  relocated protected series or continuing protected series
 1262  continue as debts, obligations, and other liabilities of the
 1263  relocated protected series or continuing protected series;
 1264         (6)Except as otherwise provided by law or the plan of
 1265  merger, all the rights, privileges, immunities, powers, and
 1266  purposes of a relocated protected series or continuing protected
 1267  series remain in the protected series;
 1268         (7)The new name of a relocated protected series may be
 1269  substituted for the former name of the relocated protected
 1270  series in any pending action or proceeding;
 1271         (8)If provided in the plan of merger:
 1272         (a)A person becomes an associated member or protected
 1273  series transferee of a relocated protected series or continuing
 1274  protected series;
 1275         (b)A person becomes an associated member of a protected
 1276  series established by the surviving company as a result of the
 1277  merger;
 1278         (c)Any change in the rights or obligations of a person in
 1279  the person’s capacity as an associated member or protected
 1280  series transferee of a relocated protected series or continuing
 1281  protected series take effect; and
 1282         (d)Any consideration to be paid to a person that before
 1283  the merger was an associated member or protected-series
 1284  transferee of a relocated protected series or continuing
 1285  protected series is due; and
 1286         (9)Any person that is an associated member of a relocated
 1287  protected series becomes a member of the surviving company, if
 1288  not already a member.
 1289         Section 34. Section 605.2608, Florida Statutes, is created
 1290  to read:
 1291         605.2608 Application of s. 605.2404 after merger.—
 1292         (1) A creditor’s right that existed under s. 605.2404
 1293  immediately before a merger under s. 605.2604 may be enforced
 1294  after the merger in accordance with the following rules:
 1295         (a) A creditor’s right that existed immediately before the
 1296  merger against the surviving company, a continuing protected
 1297  series, or a relocated protected series continues without change
 1298  after the merger.
 1299         (b) A creditor’s right that existed immediately before the
 1300  merger against a non-surviving company:
 1301         1. May be asserted against an asset of the non-surviving
 1302  company which vested in the surviving company as a result of the
 1303  merger; and
 1304         2. Does not otherwise change.
 1305         (c) Subject to subsection (2), the following provisions
 1306  apply:
 1307         1. In addition to the remedy stated in paragraph (1), a
 1308  creditor with a right under s. 605.2404 which existed
 1309  immediately before the merger against a non-surviving company or
 1310  a relocated protected series may assert the right against:
 1311         a. An asset of the surviving company, other than an asset
 1312  of the non-surviving company which vested in the surviving
 1313  company as a result of the merger;
 1314         b. An asset of a continuing protected series;
 1315         c. An asset of a protected series established by the
 1316  surviving company as a result of the merger;
 1317         d. If the creditor’s right was against an asset of the non
 1318  surviving company, an asset of a relocated protected series; or
 1319         e. If the creditor’s right was against an asset of a
 1320  relocated protected series, an asset of another relocated
 1321  protected series.
 1322         2. In addition to the remedy stated in paragraph (b), a
 1323  creditor with a right that existed immediately before the merger
 1324  against the surviving company or a continuing protected series
 1325  may assert the right against:
 1326         a. An asset of a relocated protected series; or
 1327         b. An asset of a non-surviving company which vested in the
 1328  surviving company as a result of the merger.
 1329         (2) For the purposes of paragraph (1)(c) and s.
 1330  605.2404(2)(a)1., (b)1., and (c)1., the incurrence date is
 1331  deemed be the date on which the merger becomes effective.
 1332         (3) A merger under s. 605.2604 does not affect the manner
 1333  in which s. 605.2404 applies to a liability incurred after the
 1334  merger becomes effective.
 1335         Section 35. Section 605.2701, Florida Statutes, is created
 1336  to read:
 1337         605.2701 Governing law; foreign series limited liability
 1338  companies and foreign protected series.—The law of the
 1339  jurisdiction of formation of a foreign series limited liability
 1340  company governs:
 1341         (1)The internal affairs of a foreign protected series of
 1342  the foreign series limited liability company, including:
 1343         (a)Relations among any associated members of the foreign
 1344  protected series;
 1345         (b)Relations between the foreign protected series and:
 1346         1.Any associated member;
 1347         2.Any protected-series manager; or
 1348         3.Any protected-series transferee;
 1349         (c)Relations between any associated member and:
 1350         1.Any protected-series manager; or
 1351         2.Any protected-series transferee;
 1352         (d)The rights and duties of a protected-series manager;
 1353         (e)Governance decisions affecting the activities and
 1354  affairs of the foreign protected series and the conduct of those
 1355  activities and affairs; and
 1356         (f)Procedures and conditions for becoming an associated
 1357  member or protected-series transferee;
 1358         (2)Relations between the foreign protected series and:
 1359         (a)The foreign series limited liability company;
 1360         (b)Another foreign protected series of the foreign series
 1361  limited liability company;
 1362         (c)A member of the foreign series limited liability
 1363  company which is not an associated member of the foreign
 1364  protected series;
 1365         (d)A foreign protected-series manager that is not a
 1366  protected-series manager of the foreign protected series;
 1367         (e)A foreign protected-series transferee that is not a
 1368  foreign protected-series transferee of the foreign protected
 1369  series; and
 1370         (f)A transferee of a transferable interest of the foreign
 1371  series limited liability company;
 1372         (3)Except as otherwise provided in ss. 605.2402 and
 1373  605.2404, the liability of a person for a debt, obligation, or
 1374  other liability of a foreign protected series of a foreign
 1375  series limited liability company if the debt, obligation, or
 1376  liability is asserted solely by reason of the person being or
 1377  acting as:
 1378         (a)An associated member, protected-series transferee, or
 1379  protected-series manager of the foreign protected series;
 1380         (b)A member of the foreign series limited liability
 1381  company which is not an associated member of the foreign
 1382  protected series;
 1383         (c)A protected-series manager of another foreign protected
 1384  series of the company;
 1385         (d)A protected-series transferee of another foreign
 1386  protected series of the foreign series limited liability
 1387  company;
 1388         (e)A manager of the foreign series limited liability
 1389  company; or
 1390         (f)A transferee of a transferable interest of the foreign
 1391  series limited liability company; and
 1392         (4)Except as otherwise provided in ss. 605.2402 and
 1393  605.2404:
 1394         (a)The liability of the foreign series limited liability
 1395  company for a debt, obligation, or other liability of a foreign
 1396  protected series of the foreign series limited liability company
 1397  if the debt, obligation, or liability is asserted solely by
 1398  reason of the foreign protected series being a foreign protected
 1399  series of the foreign series limited liability company, or the
 1400  foreign protected series limited liability company:
 1401         1.Being or acting as a foreign protected-series manager of
 1402  the foreign protected series;
 1403         2.Having the foreign protected series manage the foreign
 1404  series limited liability company; or
 1405         3.Owning a protected-series transferable interest of the
 1406  foreign protected series; and
 1407         (b)The liability of a foreign protected series for a debt,
 1408  obligation, or other liability of the foreign series limited
 1409  liability company or another foreign protected series of the
 1410  foreign series limited liability company, if the debt,
 1411  obligation, or liability is asserted solely by reason of the
 1412  foreign protected series:
 1413         1.Being a foreign protected series of the foreign series
 1414  limited liability company or having the foreign series limited
 1415  liability company or another foreign protected series of the
 1416  foreign series limited liability company be or act as a foreign
 1417  protected-series manager of the foreign protected series; or
 1418         2.Managing the foreign series limited liability company or
 1419  being or acting as a foreign protected-series manager of another
 1420  foreign protected series of the foreign series limited liability
 1421  company.
 1422         Section 36. Section 605.2702, Florida Statutes, is created
 1423  to read:
 1424         605.2702 No attribution of activities constituting
 1425  transacting business or for establishing jurisdiction.—In
 1426  determining whether a foreign series limited liability company
 1427  or foreign protected series of the foreign series limited
 1428  liability company is transacting business in this state or is
 1429  subject to the personal jurisdiction of the courts of this
 1430  state:
 1431         (1)The activities and affairs of the foreign series
 1432  limited liability company are not attributable to a foreign
 1433  protected series of the foreign series limited liability company
 1434  solely by reason of the foreign protected series being a foreign
 1435  protected series of the foreign series limited liability
 1436  company; and
 1437         (2)The activities and affairs of a foreign protected
 1438  series are not attributable to the foreign series limited
 1439  liability company or another foreign protected series of the
 1440  foreign series limited liability company, solely by reason of
 1441  the foreign protected series being a foreign protected series of
 1442  the foreign series limited liability company.
 1443         Section 37. Section 605.2703, Florida Statutes, is created
 1444  to read:
 1445         605.2703 Certificate of authority for a foreign series
 1446  limited liability company and foreign protected series;
 1447  amendment of application.—
 1448         (1)Except as otherwise provided in this section and
 1449  subject to ss. 605.2402 and 605.2404, the law of this state
 1450  governing application by a foreign limited liability company to
 1451  obtain a certificate of authority to transact business in this
 1452  state as required under s. 605.0902, including the effect of
 1453  obtaining a certificate of authority under s. 605.0903, and the
 1454  effect of failure to have a certificate of authority as
 1455  described in s. 605.0904, apply to a foreign series limited
 1456  liability company and to a foreign protected series of a foreign
 1457  series limited liability company as if the foreign protected
 1458  series was a foreign limited liability company formed separately
 1459  from the foreign series limited liability company, and distinct
 1460  from the foreign series limited liability company and any other
 1461  foreign protected series of the foreign series limited liability
 1462  company.
 1463         (2)An application by a foreign protected series of a
 1464  foreign series limited liability company for a certificate of
 1465  authority to transact business in this state must include:
 1466         (a)The name and jurisdiction of formation of the foreign
 1467  series limited liability company and the foreign protected
 1468  series seeking a certificate of authority, and all of the other
 1469  information required under s. 605.0902, as well as any other
 1470  information required by the department; and
 1471         (b)If the company has other foreign protected series, the
 1472  name, title, capacity, and street and mailing address of at
 1473  least one person who has the authority to manage the foreign
 1474  limited liability company and who knows the name and street and
 1475  mailing address of:
 1476         1.Each other foreign protected series of the foreign
 1477  series limited liability company; and
 1478         2.The foreign protected-series manager of, and the
 1479  registered agent for service of process for, each other foreign
 1480  protected series of the foreign series limited liability
 1481  company.
 1482         (3)The name of a foreign protected series applying for a
 1483  certificate of authority to transact business in this state must
 1484  comply with ss. 605.2202 and 605.0112, and may do so using a
 1485  fictitious name pursuant to ss. 605.0906 and 865.09, if the
 1486  fictitious name complies with ss. 605.0906, 605.0112, and
 1487  605.2202.
 1488         (4)The requirements in s. 605.0907 relating to required
 1489  information and amending of a certificate of authority apply to
 1490  the information required by subsection (2).
 1491         (5)The provisions of ss. 605.0903-605.0912 apply to a
 1492  foreign limited liability company and to a protected series of a
 1493  foreign series limited liability company applying for, amending,
 1494  or withdrawing a certificate of authority to transact business
 1495  in this state.
 1496         Section 38. Section 605.2704, Florida Statutes, is created
 1497  to read:
 1498         605.2704 Disclosure required when a foreign series limited
 1499  liability company or foreign protected series is a party to
 1500  proceeding.—
 1501         (1)Not later than 30 days after becoming a party to a
 1502  proceeding before a civil, administrative, or other adjudicative
 1503  tribunal of or located in this state, or a tribunal of the
 1504  United States located in this state:
 1505         (a)A foreign series limited liability company shall
 1506  disclose to each other party the name and street and mailing
 1507  address of:
 1508         1.Each foreign protected series of the foreign series
 1509  limited liability company; and
 1510         2.Each foreign protected-series manager of and a
 1511  registered agent for service of process for each foreign
 1512  protected series of the foreign series limited liability
 1513  company; and
 1514         (b)A foreign protected series of a foreign series limited
 1515  liability company shall disclose to each other party the name
 1516  and street and mailing address of:
 1517         1.The foreign series limited liability company and each
 1518  manager of the foreign series limited liability company and an
 1519  agent for service of process for the foreign series limited
 1520  liability company; and
 1521         2.Any other foreign protected series of the foreign series
 1522  limited liability company and each foreign protected-series
 1523  manager of and an agent for service of process for the other
 1524  foreign protected series.
 1525         (2)If a foreign series limited liability company or
 1526  foreign protected series challenges the personal jurisdiction of
 1527  the tribunal, the requirement that the foreign series limited
 1528  liability company or foreign protected series make disclosure
 1529  under subsection (1) is tolled until the tribunal determines
 1530  whether it has personal jurisdiction.
 1531         (3)If a foreign series limited liability company or
 1532  foreign protected series does not comply with subsection (1), a
 1533  party to the proceeding may:
 1534         (a)Request the tribunal to treat the noncompliance as a
 1535  failure to comply with the tribunal’s discovery rules; or
 1536         (b)Bring a separate proceeding in the court to enforce
 1537  subsection (1).
 1538         Section 39. Section 605.2801, Florida Statutes, is created
 1539  to read:
 1540         605.2801 Relation to Electronic Signatures in Global and
 1541  National Commerce Act.—Section 605.1102 applies to ss. 605.2101
 1542  605.2802.
 1543         Section 40. Section 605.2802, Florida Statutes, is created
 1544  to read:
 1545         605.2802Transitional provisions.—
 1546         (1)Before July 1, 2024, ss. 605.2101-605.2802 govern only:
 1547         (a)A series limited liability company formed, or a
 1548  protected series established, on or after July 1, 2023; and
 1549         (b)A domestic limited liability company formed before July
 1550  1, 2024, that becomes a series limited liability company on or
 1551  after July 1, 2024, in the manner provided in its operating
 1552  agreement and pursuant to applicable law, to permit the filing
 1553  of one or more protected series designations for one or more
 1554  protected series pursuant to s. 605.2201.
 1555         (2)On and after July 1, 2024, this chapter governs all
 1556  series limited liability companies and protected series.
 1557         (3)Until July 1, 2024, ss. 605.2402 and 605.2404 do not
 1558  apply to a foreign protected series that was established before
 1559  July 1, 2023 or a foreign limited liability company that became
 1560  a foreign series limited liability company before July 1, 2023.
 1561         Section 41. Effective upon becoming a law, paragraph (b) of
 1562  subsection (1) of section 605.0103, Florida Statutes, is amended
 1563  to read:
 1564         605.0103 Knowledge; notice.—
 1565         (1) A person knows a fact if the person:
 1566         (b) Is deemed to know the fact under paragraph (4)(a)
 1567  (4)(b), or a law other than this chapter.
 1568         Section 42. Except as otherwise expressly provided in this
 1569  act and except for this section, which shall take effect upon
 1570  this act becoming a law, this act shall take effect July 1,
 1571  2023.

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