Bill > H0403

Introduced Session

An act relating to limited liability companies; amending s. 48.062, F.S.; defining the terms "registered foreign protected series of a foreign series limited liability company" and "registered foreign series limited liability company"; specifying that certain limited liability companies are considered a nonresident under certain circumstances; providing for service of a summons and complaint on such companies and series; specifying that such service serves as notice to such companies and series; amending s. 605.0103, F.S.; correcting a cross- reference; amending s. 605.0117, F.S.; conforming a provision to changes made by the act; amending s. 605.0211, F.S.; revising requirements for certificates of status; creating s. 605.2101, F.S.; providing a short title; creating s. 605.2102, F.S.; defining terms; creating s. 605.2103, F.S.; providing that a protected series of a series limited liability company is a person distinct from certain other entities; creating s. 605.2104, F.S.; providing for powers and prohibitions for protected series of series limited liability companies; creating s. 605.2105, F.S.; providing construction; creating s. 605.2106, F.S.; providing construction regarding protected series hb403-01-c1 operating agreements; providing applicability with regard to certain restrictions on limited liability companies; creating s. 605.2107, F.S.; providing prohibitions and authorizations relating to operating agreements; creating s. 605.2108, F.S.; providing applicability; creating s. 605.2201, F.S.; authorizing domestic limited liability companies to establish protected series; specifying requirements for establishing protected series and amending protected series designations; creating s. 605.2202, F.S.; specifying requirements for naming a protected series; creating s. 605.2203, F.S.; providing specifications and requirements for the registered agent for a protected series; specifying requirements relating to protected series designations; specifying that a registered agent is not required to distinguish between certain processes, notices, demands, and records unless otherwise agreed upon; creating s. 605.2204, F.S.; authorizing service on, and provision of notice and demand to, certain limited liability companies and protected series in a specified manner; providing that certain notice is effective regardless of whether any notice or demand identifies a person if certain requirements are met; providing authorizations relating to certain services and notices; providing hb403-01-c1 construction; creating s. 605.2205, F.S.; requiring the Department of State to issue a certificate of status under certain circumstances; specifying requirements for certificates of status; providing that a certificate of status may be relied upon as conclusive evidence of the facts stated in the certificate; creating s. 605.2206, F.S.; requiring series limited liability companies and registered foreign series limited liability companies to include specified information in a required annual report; specifying that failure to include such information prevents a certificate of status from being issued; creating s. 605.2301, F.S.; specifying that only certain assets may be considered associated assets; specifying requirements for an asset to be considered an associated asset; authorizing that certain records and recordkeeping be organized in a specified manner; authorizing series limited liability companies or protected series of such companies to hold an associated asset in a specified manner; providing exceptions; creating s. 605.2302, F.S.; specifying requirements for becoming an associated member of a protected series of a series limited liability company; creating s. 605.2303, F.S.; requiring that protected-series transferable interests be owned hb403-01-c1 initially by an associated member of the protected series or the series limited liability company; providing for ownership when a protected series of a series limited liability company does not have associated members upon establishment under certain circumstances; authorizing series limited liability companies to acquire such interests by transfer; providing applicability; creating s. 605.2304, F.S.; authorizing a protected series to have one or more protected-series managers; specifying that if a protected series does not have associated members, the series limited liability company is the protected- series manager; providing applicability; specifying that a person does not owe a duty to specified entities for certain reasons; providing rights of associated members; providing applicability; specifying that an associated member of a member- managed protected series, or a protected-series manager of a manager-managed protected series, is an agent for the protected series and has a specified power; creating s. 605.2305, F.S.; providing rights for certain persons relating to information concerning protected series; providing applicability; creating s. 605.2401, F.S.; providing limitations on liability for certain persons; creating s. 605.2402, F.S.; hb403-01-c1 specifying that certain claims are governed by specified provisions; specifying that the failure of limited liability companies or protected series to observe certain formalities is not a ground to disregard a specified limitation; providing applicability; creating s. 605.2403, F.S.; specifying that certain provisions relating to the provision or restriction of remedies apply to certain judgment creditors; creating s. 605.2404, F.S.; defining the terms "enforcement date" and "incurrence date"; authorizing that certain judgments be enforced in accordance with specified provisions; authorizing courts to provide a specified prejudgment remedy; providing that a party making a certain assertion has the burden of proof in specified proceedings; providing applicability; creating s. 605.2501, F.S.; providing events causing the dissolution of protected series of series limited liability companies; creating s. 605.2502, F.S.; specifying requirements and authorizations relating to dissolved protected series; specifying that a series limited liability company has not completed winding up until each of the protected series of the company has done so; creating s. 605.2503, F.S.; providing for the effect of reinstatement of series limited liability companies hb403-01-c1 and revocation of voluntary dissolutions; creating s. 605.2601, F.S.; defining terms; creating s. 605.2602, F.S.; prohibiting protected series from involvement in certain transactions; creating s. 605.2603, F.S.; prohibiting series limited liability companies from involvement in certain transactions; creating s. 605.2604, F.S.; authorizing series limited liability companies to be a party to a merger under certain circumstances; creating s. 605.2605, F.S.; requiring that plans of merger meet certain requirements; creating s. 605.2606, F.S.; requiring articles of merger to meet certain requirements; creating s. 605.2607, F.S.; providing for effects of mergers of protected series; creating s. 605.2608, F.S.; providing the means for enforcement of creditors' rights; providing applicability of certain provisions after a merger; creating s. 605.2701, F.S.; providing that the law of the governing jurisdiction of a foreign series limited liability company's formation governs certain aspects of the internal affairs of the foreign series limited liability company; providing applicability; creating s. 605.2702, F.S.; specifying requirements for making a specified determination relating to certain companies transacting business in this state or being subject to the personal hb403-01-c1 jurisdiction of the courts in this state; creating s. 605.2703, F.S.; providing applicability of laws of this state relating to certificates of authority for foreign series limited liability companies and foreign protected series of such companies; requiring that an application by a foreign protected series for a certificate of authority include certain information and comply with specified provisions; providing applicability; creating s. 605.2704, F.S.; requiring foreign series limited liability companies and foreign protected series of such companies to make specified disclosures; tolling such requirements under certain circumstances; authorizing certain parties to make a specified request or bring a separate proceeding if such company or series fails to make the disclosures; creating s. 605.2801, F.S.; providing applicability of provisions relating to electronic signatures; creating s. 605.2802, F.S.; providing construction; prohibiting domestic limited liability companies from creating or designating any protected series before a specified date; providing an effective date.

Committee Categories

Jenna Persons-Mulicka (R)*,  Michael Owen (R), 

Other Sponsors (1)

Laid on Table, refer to CS/SB 316 (on 04/29/2025)

Official Document