Florida Senate - 2023 SB 1324 By Senator Berman 26-00782A-23 20231324__ Page 1 of 55 CODING: Words stricken are deletions; words underlined are additions. A bill to be entitled 1

An act relating to limited liability companies; 2 creating s. 605.2101, F.S.; providing a

short title; 3 creating s. 605.2102, F.S.; defining terms; creating 4 s. 605.2103, F.S.; providing that a protected series 5 of a series limited liability company is a person 6 distinct from certain other entities; creating s. 7 605.2104, F.S.; providing for powers and prohibitions 8 for protected series of series limited liability 9 companies; creating s. 605.2105, F.S.; providing 10 construction; creating s. 605.2106, F.S.; specifying 11 what the operating agreement of a series limited 12 liability company governs; providing applicability; 13 creating s. 605.2107, F.S.; providing prohibitions and 14 authorizations relating to operating agreements; 15 creating s. 605.2108, F.S.; providing applicability; 16 creating s. 605.2201, F.S.; authorizing series limited 17 liability companies to establish protected series; 18 providing requirements for establishing protected 19 series and amending protected series designations; 20 creating s. 605.2202, F.S.; providing requirements for 21 naming a protected series; creating s. 605.2203, F.S.; 22 providing specifications and requirements for the 23 registered agent for a protected series; providing 24 requirements relating to protected series 25 designations; specifying that a registered agent is 26 not required to distinguish between certain processes, 27 notices, demands, and records unless otherwise agreed 28 upon; creating s. 605.2204, F.S.; authorizing a 29

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 2 of 55 CODING: Words stricken are deletions; words underlined are additions. protected series to be served in a specified manner; 30 specifying that certain services are notice to each 31 protected series; providing certain notice is 32 effective regardless of whether the summons and 33 complaint identify a person if certain requirements 34 are met; providing authorizations relating to certain 35 services and notices; providing construction; creating 36 s. 605.2205, F.S.; requiring the Department of State 37 to issue a certificate of status or certificate of 38 registration under certain circumstances; providing 39 requirements for such certificates; providing that 40 such certificates may be relied upon as conclusive 41 evidence of the facts stated in the certificate; 42 creating s. 605.2206, F.S.; requiring series limited 43 liability companies to include specified information 44 in an annual report; specifying that failure to 45 include such information prevents a certificate of 46 status from being issued; creating s. 605.2301, F.S.; 47 specifying that only certain assets may be associated 48 assets; providing requirements for an asset to be 49 considered an associated asset; authorizing certain 50 records and recordkeeping to be organized in a 51 specified manner; authorizing series limited liability 52 companies or protected series of a company to hold an 53 associated asset in a specified manner; providing 54 exceptions; creating s. 605.2302, F.S.; providing 55 requirements for becoming an associated member of a 56 protected series; creating s. 605.2303, F.S.; 57 requiring that protected-series transferable interests 58

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 3 of 55 CODING: Words stricken are deletions; words underlined are additions. be initially owned by an associated member or a series 59 limited liability company; providing that a company 60 owns such interest under certain circumstances; 61 authorizing series limited liability companies to 62 acquire such interests through a transfer; providing 63 applicability; creating s. 605.2304, F.S.; authorizing 64 protected series to have more than one protected-65 series manager; specifying that if a protected series 66 does not have associated members, the series limited 67 liability company is the protected-series manager; 68 providing applicability; specifying that a person does 69 not owe a duty to specified entities for certain 70 reasons; providing rights of associated members; 71 providing applicability; specifying that an associated 72 member of a protected series is an agent for the 73 protected series and has a specified power; creating 74 s. 605.2305, F.S.; providing rights for certain 75 persons relating to protected series; providing 76 applicability; creating s. 605.2401, F.S.; providing 77 limitations on liability for certain persons; creating 78 s. 605.2402, F.S.; specifying that certain claims are 79 governed by certain provisions; specifying that the 80 failure of limited liability companies or protected 81 series to observe certain formalities is not a ground 82 to disregard a specified limitation; providing 83 applicability; creating s. 605.2403, F.S.; specifying 84 that certain provisions relating to the provision or 85 restriction of remedies apply to judgment creditors; 86 creating s. 605.2404, F.S.; defining the terms 87

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 4 of 55 CODING: Words stricken are deletions; words underlined are additions. “enforcement date” and “incurrence date”; authorizing 88 certain judgments to be enforced in accordance with 89 specified provisions; authorizing courts to provide a 90 specified prejudgment remedy; providing that a party 91 making a certain assertion has the burden of proof in 92 specified proceedings; providing applicability; 93 creating s. 605.2501, F.S.; providing specifications 94 for the dissolution of series limited liability 95 companies; creating s. 605.2502, F.S.; providing 96 requirements and authorizations relating to dissolved 97 protected series; specifying that a series limited 98 liability company has not completed winding up until 99 each of the protected series of the company has 100 completed winding up; creating s. 605.2503, F.S.; 101 providing for the effect of reinstatements of series 102 limited liability companies and revocations of 103 voluntary dissolutions; creating s. 605.2601, F.S.; 104 defining terms; creating s. 605.2602, F.S.; providing 105 prohibitions for protected series relating to 106 conversions, domestications, interest exchanges, and 107 mergers or similar transactions; creating s. 605.2603, 108 F.S.; prohibiting series limited liability companies 109 from involvement in certain transactions; creating s. 110 605.2604, F.S.; authorizing series limited liability 111 companies to be a party to a merger under certain 112 circumstances; creating s. 605.2605, F.S.; requiring 113 plans of merger to meet certain requirements; creating 114 s. 605.2606, F.S.; requiring articles of merger to 115 meet certain requirements; creating s. 605.2607, F.S.; 116

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 5 of 55 CODING: Words stricken are deletions; words underlined are additions. providing for effects of mergers of protected series; 117 creating s. 605.2608, F.S.; providing applicability of 118 certain provisions after a merger; creating s. 119 605.2701, F.S.; providing for the governance of the 120 law of the jurisdiction of formation of a foreign 121 series limited liability company; creating s. 122 605.2702, F.S.; providing requirements for making a 123 specified determination relating to certain companies 124 transacting business in this state or being subject to 125 the personal jurisdiction of courts in this state; 126 creating s. 605.2703, F.S.; providing applicability of 127 laws relating to registration of foreign series 128 limited liability companies; creating s. 605.2704, 129 F.S.; requiring foreign series limited liability 130 companies and foreign protected series of such foreign 131 series limited liability companies to make specified 132 disclosures; tolling such requirements under certain 133 circumstances; authorizing parties to make a specified 134 request or bring a separate proceeding if such company 135 or series fails to make the disclosures; creating s. 136 605.2801, F.S.; providing applicability of provisions 137 relating to electronic signatures; creating s. 138 605.2802, F.S.; providing construction and 139 applicability; amending s. 605.0103, F.S.; correcting 140 a cross-reference; providing effective dates. 141 142 Be It Enacted by the Legislature of the State of Florida: 143 144

Section

Section 605.2101, Florida Statutes, is created 145

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 6 of 55 CODING: Words stricken are deletions; words underlined are additions. to read: 146 605.2101

Short title.—Sections 605.2101-605.2802 may be 147 cited as the “Uniform Protected Series Provisions.” 148

Section

Section 605.2102, Florida Statutes, is created 149 to read: 150 605.2102

Definitions.—As used in ss. 605.2101-605.2802, the 151 term: 152 (1) “Asset” means property: 153 (

a) In which a series limited liability company or a 154 protected series has rights; or 155 (

b) As to which the series limited liability company or 156 protected series has the power to transfer rights. 157 (2) “Associated asset” means an asset that meets the 158 requirements of s. 605.2301. 159 (3) “Associated member” means a member that meets the 160 requirements of s. 605.2302. 161 (4) “Foreign protected series” means an arrangement, 162 configuration, or other structure established by a foreign 163 limited liability company which has attributes comparable to a 164 protected series established under this chapter, regardless of 165 whether the law under which the foreign company is organized 166 refers to “series” or “protected series.” 167 (5) “Foreign series limited liability company” means a 168 foreign limited liability company that has at least one foreign 169 series or protected series. 170 (6) “Non-associated asset” means: 171 (

a) An asset of a series limited liability company which is 172 not an associated asset of the company; or 173 (

b) An asset of a protected series of the series limited 174

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 7 of 55 CODING: Words stricken are deletions; words underlined are additions. liability company which is not an associated asset of the 175 protected series. 176 (7) “Person” has the same meaning as in s. 605.0102 and 177 includes a protected series and a foreign protected series. 178 (8) “Protected series,” except in the phrase “foreign 179 protected series,” means a protected series established under s. 180 605.2201. 181 (9) “Protected-series manager” means a person under whose 182 authority the powers of a protected series are exercised and 183 under whose direction the activities and affairs of the 184 protected series are managed under the operating agreement and 185 this chapter. 186 (10) “Protected-series transferable interest” means a right 187 to receive a distribution from a protected series. 188 (11) “Protected-series transferee” means a person to which 189 all or part of a protected-series transferable interest of a 190 protected series of a series limited liability company has been 191 transferred, other than the series limited liability company. 192 The term includes a person that owns a protected-series 193 transferable interest as a result of ceasing to be an associated 194 member of a protected series. 195 (12) “Series limited liability company,” except in the 196 phrase “foreign series limited liability company,” means a 197 limited liability company that has at least one protected 198 series. 199

Section

Section 605.2103, Florida Statutes, is created 200 to read: 201 605.2103 Nature of protected status.—A protected series of 202 a series limited liability company is a person distinct from all 203

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 8 of 55 CODING: Words stricken are deletions; words underlined are additions. of the following: 204

(1) The series limited liability company, subject to ss. 205 605.2104(1), 605.2501(1), and 605.2502(4). 206

(2) Another protected series of the series limited 207 liability company. 208

(3) A member of the series limited liability company, 209 regardless of whether the member is an associated member of the 210 protected series of the series limited liability company. 211

(4) A protected-series transferee of a protected series of 212 the series limited liability company. 213

(5) A transferee of a transferable interest of the series 214 limited liability company. 215

Section

Section 605.2104, Florida Statutes, is created 216 to read: 217 605.2104 Powers and duration of protected series.— 218

(1) A protected series of a series limited liability 219 company has the capacity to sue and be sued in its own name. 220

(2) Except as otherwise provided in subsections (3) and 221 (4), a protected series of a series limited liability company 222 has the same powers and purposes as the series limited liability 223 company. 224

(3) A protected series of a series limited liability 225 company ceases to exist not later than when the series limited 226 liability company completes its winding up. 227

(4) A protected series of a series limited liability 228 company may not: 229 (

a) Be a member of the series limited liability company; 230 (

b) Establish a protected series; or 231 (

c) Except as authorized by law of this state other than 232

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 9 of 55 CODING: Words stricken are deletions; words underlined are additions. this chapter, have a purpose or power, or take an action, that 233 the law of this state other than this

chapter prohibits a 234 limited liability company from having or taking. 235

Section

Section 605.2105, Florida Statutes, is created 236 to read: 237 605.2105 Protected series governing law.—The law of this 238 state governs all of the following: 239

(1) The internal affairs of a protected series of a series 240 limited liability company, including: 241 (

a) Relations among any associated members of the protected 242 series; 243 (

b) Relations among the protected series and: 244 1. Any associated member; 245 2. Any protected-series manager; or 246 3. Any protected-series transferee; 247 (

c) Relations between any associated member and: 248 1. Any protected-series manager; or 249 2. Any protected-series transferee; 250 (

d) The rights and duties of a protected-series manager; 251 (

e) Governance decisions affecting the activities and 252 affairs of the protected series and the conduct of those 253 activities and affairs; and 254 (

f) Procedures and conditions for becoming an associated 255 member or protected-series transferee. 256

(2) The relations between a protected series of a series 257 limited liability company and each of the following: 258 (

a) The series limited liability company; 259 (

b) Another protected series of the series limited 260 liability company; 261

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 10 of 55 CODING: Words stricken are deletions; words underlined are additions. (

c) A member of the series limited liability company which 262 is not an associated member of the protected series of the 263 series limited liability company; 264 (

d) A protected-series manager that is not a protected-265 series manager of the protected series; and 266 (

e) A protected-series transferee that is not a protected-267 series transferee of the protected series. 268

(3) The liability of a person for a debt, obligation, or 269 other liability of a protected series of a series limited 270 liability company if the debt, obligation, or liability is 271 asserted solely by reason of the person being or acting as: 272 (

a) An associated member, protected-series transferee, or 273 protected-series manager of the protected series; 274 (

b) A member of the series limited liability company which 275 is not an associated member of the protected series; 276 (

c) A protected-series manager that is not a protected-277 series manager of the protected series; 278 (

d) A protected-series transferee that is not a protected-279 series transferee of the protected series; 280 (

e) A manager of the series limited liability company; or 281 (

f) A transferee of a transferable interest of the series 282 limited liability company. 283

(4) The liability of a series limited liability company for 284 a debt, obligation, or other liability of a protected series of 285 the series limited liability company if the debt, obligation, or 286 liability is asserted solely by reason of the series limited 287 liability company: 288 (

a) Having delivered to the department for filing under s. 289 605.2201(2) a protected series designation pertaining to the 290

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 11 of 55 CODING: Words stricken are deletions; words underlined are additions. protected series or under s. 605.2201(4) or s. 605.2202(3) a 291 statement of designation change pertaining to the protected 292 series; 293 (

b) Being or acting as a protected-series manager of the 294 protected series; 295 (

c) Having the protected series be or act as a manager of 296 the series limited liability company; or 297 (

d) Owning a protected-series transferable interest of the 298 protected series. 299

(5) The liability of a protected series of a series limited 300 liability company for a debt, obligation, or other liability of 301 the series limited liability company or of another protected 302 series of the series limited liability company if the debt, 303 obligation, or liability is asserted solely by reason of: 304 (

a) The protected series: 305 1. Being a protected series of the series limited liability 306 company or having as a protected-series manager the series 307 limited liability company or another protected series of the 308 series limited liability company; or 309 2. Being or acting as a protected-series manager of another 310 protected series of the series limited liability company or a 311 manager of the series limited liability company; or 312 (

b) The series limited liability company owning a 313 protected-series transferable interest of the protected series. 314

Section

Section 605.2106, Florida Statutes, is created 315 to read: 316 605.2106 Relation of operating agreement and the protected 317 series provisions of this chapter.— 318

(1) Except as otherwise provided in this section, and 319

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 12 of 55 CODING: Words stricken are deletions; words underlined are additions. subject to ss. 605.2107 and 605.2108, the operating agreement of 320 a series limited liability company governs: 321 (

a) The internal affairs of a protected series, including: 322 1. Relations among any associated members of the protected 323 series; 324 2. Relations among the protected series and: 325 a. Any associated member of the protected series; 326 b. Any protected-series manager; or 327 c. Any protected-series transferee; 328 3. Relations between any associated member and: 329 a. Any protected-series manager; or 330 b. Any protected-series transferee; 331 4. The rights and duties of a protected-series manager; 332 5.

Governance decisions affecting the activities and 333 affairs of the protected series and the conduct of those 334 activities and affairs; and 335 6. Procedures and conditions for becoming an associated 336 member or protected-series transferee. 337 (

b) Relations between a protected series of the series 338 limited liability company and each of the following: 339 1. The series limited liability company; 340 2. Another protected series of the series limited liability 341 company; 342 3. The protected series, any of its protected-series 343 managers, any associated member of the protected series, or any 344 protected-series transferee of the protected series; and 345 4. A person in the person’s capacity as: 346 a. A member of the series limited liability company which 347 is not an associated member of the protected series; 348

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 13 of 55 CODING: Words stricken are deletions; words underlined are additions. b. A protected-series transferee or protected-series 349 manager of another protected series; or 350 c. A transferee of the series limited liability company. 351

(2) If this

chapter restricts the power of an operating 352 agreement to affect a matter, the restriction applies to a 353 matter under ss. 605.2101-605.2802 in accordance with s. 354 605.0105. 355

(3) If a law of this state other than this

chapter imposes 356 a prohibition, limitation, requirement, condition, obligation, 357 liability, or other restriction on a limited liability company; 358 a member, manager, or other agent of a limited liability 359 company; or a transferee of a limited liability company, except 360 as otherwise provided in the law of this state other than this 361 chapter, the restriction applies in accordance with s. 605.2108. 362

(4) Except as otherwise provided in s. 605.2107, if the 363 operating agreement of a series limited liability company does 364 not provide for a matter described in subsection (1) in a manner 365 authorized by ss. 605.2101-605.2802, the matter is determined in 366 accordance with the following: 367 (

a) To the extent ss. 605.2101-605.2802 address the matter, 368 ss. 605.2101-605.2802 govern. 369 (

b) To the extent ss. 605.2101-605.2802 do not address the 370 matter, this

chapter governs the matter in accordance with s. 371 605.2108. 372

Section

Section 605.2107, Florida Statutes, is created 373 to read: 374 605.2107 Additional limitations on operating agreements.— 375

(1) An operating agreement may not vary the effect of: 376 (

a) This section; 377

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 14 of 55 CODING: Words stricken are deletions; words underlined are additions. (

b) Section 605.2103; 378 (

c) Section 605.2104(1); 379 (

d) Section 605.2104(2) to provide a protected series a 380 power beyond the powers this

chapter provides a limited 381 liability company; 382 (

e) Section 605.2104(3) or (4); 383 (

f) Section 605.2105; 384 (

g) Section 605.2106; 385 (

h) Section 605.2108; 386 (

i) Section 605.2201, except to vary the manner in which a 387 series limited liability company approves establishing a 388 protected series; 389 (

j) Section 605.2202; 390 (

k) Section 605.2301; 391 (

l) Section 605.2302; 392 (

m) Section 605.2303(1) or (2); 393 (

n) Section 605.2304(3) or (6); 394 (

o) Section 605.2401, except to decrease or eliminate a 395 limitation of liability stated in that section; 396 (

p) Section 605.2402; 397 (

q) Section 605.2403; 398 (

r) Section 605.2404; 399 (

s) Section 605.2501(1), (4), and (5); 400 (

t) Section 605.2502, except to designate a different 401 person to manage winding up; 402 (

u) Section 605.2503; 403 (

v) Sections 605.2601-605.2608; 404 (

w) Sections 605.2701-605.2704; 405 (

x) Sections 605.2801-605.2802, except to vary: 406

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 15 of 55 CODING: Words stricken are deletions; words underlined are additions. 1. The manner in which a series limited liability company 407 may elect under s. 605.2802(1)(

b) to be subject to this chapter; 408 or 409 2. The person that has the right to sign and deliver to the 410 department for filing a record under s. 605.2802(2)(b); or 411 (

y) A provision of this

chapter pertaining to: 412 1. A registered office or registered agents; or 413 2. The department, including provisions relating to records 414 authorized or required to be delivered to the department for 415 filing under this chapter. 416

(2) An operating agreement may not unreasonably restrict 417 the duties and rights under s. 605.2305 but may impose 418 reasonable restrictions on the availability and use of 419 information obtained under s. 605.2305 and may provide 420 appropriate remedies, including liquidated damages, for a breach 421 of any reasonable restriction on use. 422

Section

Section 605.2108, Florida Statutes, is created 423 to read: 424 605.2108 Application of this

chapter to specified 425 provisions of protected series.— 426

(1) Except as otherwise provided in subsection (2) and s. 427 605.2107, the following apply in applying ss. 605.2106, 428 605.2304(3) and (6), 605.2501(4)(a), 605.2502(1), and 429 605.2503(2): 430 (

a) A protected series of a series limited liability 431 company is deemed to be a limited liability company that is 432 formed separately from the series limited liability company and 433 is distinct from the series limited liability company and any 434 other protected series of the series limited liability company. 435

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 16 of 55 CODING: Words stricken are deletions; words underlined are additions. (

b) An associated member of the protected series of a 436 series limited liability company is deemed to be a member of the 437 series limited liability company deemed to exist under paragraph 438 (a). 439 (

c) A protected-series transferee of the protected series 440 is deemed to be a transferee of the series limited liability 441 company deemed to exist under paragraph (a). 442 (

d) A protected-series transferable interest of the 443 protected series is deemed to be a transferable interest of the 444 series limited liability company deemed to exist under paragraph 445 (a). 446 (

e) A protected-series manager is deemed to be a manager of 447 the series limited liability company deemed to exist under 448 paragraph (a). 449 (

f) An asset of the protected series is deemed to be an 450 asset of the series limited liability company deemed to exist 451 under paragraph (a), regardless of whether the asset is an 452 associated asset of the protected series. 453 (

g) Any creditor or other obligee of the protected series 454 is deemed to be a creditor or obligee of the series limited 455 liability company deemed to exist under paragraph (a). 456 (2) Subsection (1) does not apply if its application would: 457 (

a) Contravene s. 605.0105; or 458 (

b) Authorize or require the department to: 459 1. Accept for filing a type of record that this

chapter 460 does not authorize or require a person to deliver to the 461 department for filing; or 462 2. Make or deliver a record that this

chapter does not 463 authorize or require the department to make or deliver. 464

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 17 of 55 CODING: Words stricken are deletions; words underlined are additions.

(3) Except to the extent otherwise specified in ss. 465 605.2101-605.2802, the provisions of this

chapter applicable to 466 limited liability companies in general and their managers, 467 members, and transferees, including, but not limited to, 468 provisions relating to formation, operation, existence, 469 management, court proceedings, and filings with the department 470 and other state or local government agencies, are applicable to 471 each series limited liability company and to each protected 472 series established pursuant to s. 605.2201. 473

Section

Section 605.2201, Florida Statutes, is created 474 to read: 475 605.2201 Protected series designation; amendment.— 476

(1) With the affirmative vote or consent of all members of 477 a limited liability company, the company may establish a 478 protected series. 479

(2) To establish a protected series, a limited liability 480 company shall deliver to the department for filing a protected 481 series designation, signed by the company, stating the name of 482 the company and the name of the protected series to be 483 established, and any other information the department requires 484 for filing. 485

(3) A protected series is established when the protected 486 series designation takes effect under s. 605.0207. 487

(4) To amend a protected series designation, a series 488 limited liability company shall deliver to the department for 489 filing a statement of designation change, signed by the company, 490 that sets forth: (

i) the name of the series limited liability 491 company and the name of the protected series to which the 492 designation applies, (ii) each change to the protected series 493

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 18 of 55 CODING: Words stricken are deletions; words underlined are additions. designation, and (iii) a statement that the change was approved 494 by the affirmative vote or consent of the members of the series 495 limited liability company required to make the designated 496 change. The change takes effect when the statement of 497 designation change takes effect under s. 605.0207. 498

Section

Section 605.2202, Florida Statutes, is created 499 to read: 500 605.2202 Protected series name.— 501

(1) Except as otherwise provided in subsection (2), the 502 name of a protected series must comply with s. 605.0112. 503

(2) The name of a protected series of a series limited 504 liability company must: 505 (

a) Begin with the name of the series limited liability 506 company, including any word or abbreviation required by s. 507 605.0112; and 508 (

b) Contain the phrase “protected series” or the 509 abbreviation “P.S.” or “PS.” 510

(3) If a series limited liability company changes its name, 511 the company must deliver to the department for filing a 512 statement of designation change for each of the company’s 513 protected series, changing the name of each protected series to 514 comply with this section. 515

Section

Section 605.2203, Florida Statutes, is created 516 to read: 517 605.2203 Registered agent.— 518

(1) The registered agent in this state for a series limited 519 liability company is the registered agent in this state for each 520 protected series of the company. 521

(2) Before delivering a protected series designation to the 522

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 19 of 55 CODING: Words stricken are deletions; words underlined are additions. department for filing, a series limited liability company must 523 agree with a registered agent that the agent will serve as the 524 registered agent in this state for the company and for each 525 protected series of the company. 526

(3) A person that signs a protected series designation 527 delivered to the department for filing affirms as a fact that 528 the series limited liability company on whose behalf the 529 designation is delivered has complied with subsection (2). 530

(4) A person that ceases to be the registered agent for a 531 series limited liability company ceases to be the registered 532 agent for each protected series of the company. 533

(5) A person that ceases to be the registered agent for a 534 protected series of a series limited liability company, other 535 than as a result of the termination of the protected series, 536 ceases to be the registered agent of the company and any other 537 protected series of the company. 538

(6) Except as otherwise agreed upon by a series limited 539 liability company and its registered agent, the registered agent 540 is not obligated to distinguish between a process, notice, 541 demand, or other record concerning the company and a process, 542 notice, demand, or other record concerning a protected series of 543 the company. 544

Section

Section 605.2204, Florida Statutes, is created 545 to read: 546 605.2204 Service of process, notice, demand, or other 547 record.— 548

(1) A protected series of a series limited liability 549 company may be served with a process required or authorized by 550 law by: 551

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 20 of 55 CODING: Words stricken are deletions; words underlined are additions. (

a) Serving the registered agent of the series limited 552 liability company; 553 (

b) Serving the registered agent of the protected series; 554 or 555 (

c) Other means authorized by the law of this state other 556 than this chapter. 557

(2) Service of a summons and complaint on a series limited 558 liability company is notice to each protected series of the 559 company of service of the summons and complaint and the contents 560 of the complaint. 561

(3) Service of a summons and complaint on a protected 562 series of a series limited liability company is notice to the 563 company and any other protected series of the company of service 564 of the summons and complaint and the contents of the complaint. 565

(4) Service of a summons and complaint on a foreign series 566 limited liability company is notice to each foreign protected 567 series of the foreign company, of service of the summons and 568 complaint and the contents of the complaint. 569

(5) Service of a summons and complaint on a foreign 570 protected series of a foreign series limited liability company 571 is notice to the foreign company and any other foreign protected 572 series of the foreign series limited liability company, of 573 service of the summons and complaint and the contents of the 574 complaint. 575

(6) Notice to a person under subsection (2), subsection 576 (3), subsection (4), or subsection (5) is effective regardless 577 of whether the summons and complaint identify the person if the 578 summons and complaint name as a party and identify: 579 (

a) The series limited liability company or a protected 580

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 21 of 55 CODING: Words stricken are deletions; words underlined are additions. series of the series limited liability company; or 581 (

b) The foreign series limited liability company or a 582 foreign protected series of the foreign series limited liability 583 company. 584

(7) If a domestic or foreign series limited liability 585 company or a protected series of a domestic or foreign series 586 limited liability company ceases to have a registered agent, or 587 its registered agent cannot with reasonable diligence be served, 588 the process required or permitted by law instead may be served 589 in accordance with s. 605.0117(2)-(6). 590

(8) Any notice or demand on a domestic or foreign series 591 limited liability company or a protected series of a domestic or 592 foreign limited liability company may be given or made in 593 accordance with s. 605.0117(7). 594

(9) This

section does not affect the right to serve 595 process, notice, or a demand in any other manner provided by 596 law. 597

Section

Section 605.2205, Florida Statutes, is created 598 to read: 599 605.2205 Certificate of status for protected series.— 600

(1) Upon request and payment of the requisite fee, and in 601 compliance with any other applicable requirements of the 602 department or this chapter, the department shall issue a 603 certificate of status for a protected series of a domestic 604 series limited liability company, or a certificate of authority 605 for a foreign protected series, if: 606 (

a) In the case of a protected series: 607 1. No statement of dissolution, termination, or relocation 608 pertaining to the series limited liability company or the 609

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 22 of 55 CODING: Words stricken are deletions; words underlined are additions. protected series, has been filed; and 610 2. The series limited liability company has delivered to 611 the department for filing the most recent annual report required 612 by s. 605.0212 and the report includes the name of the protected 613 series, unless: 614 a. When the series limited liability company delivered the 615 report for filing, the protected series designation pertaining 616 to the protected series had not yet taken effect; or 617 b.

After the series limited liability company delivered the 618 report for filing, the company delivered to the department for 619 filing a statement of designation change, changing the name of 620 the protected series; or 621 (

b) In the case of a foreign protected series, it is 622 authorized to transact business in this state. 623

(2) A certificate issued under subsection (1) must state: 624 (

a) In the case of a protected series: 625 1. The name of the protected series of the series limited 626 liability company and the name of the company; 627 2. That the requirements of subsection (1) are met; 628 3. The date the protected series designation pertaining to 629 the protected series took effect; and 630 4. If a statement of designation change pertaining to the 631 protected series has been filed, the effective date and contents 632 of the statement; 633 (

b) In the case of a foreign protected series, that it is 634 authorized to transact business in this state; 635 (

c) That all fees, taxes, interest, and penalties owed to 636 this state by the protected series or the foreign protected 637 series and collected through the department have been paid; and 638

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 23 of 55 CODING: Words stricken are deletions; words underlined are additions. (

d) Other facts reflected in the records of the department 639 pertaining to the protected series or foreign protected series 640 which the person requesting the certificate reasonably requests. 641

(3) Subject to any qualification stated by the department 642 in a certificate issued under subsection (1), the certificate 643 may be relied on as conclusive evidence of the facts stated in 644 the certificate. 645

Section

Section 605.2206, Florida Statutes, is created 646 to read: 647 605.2206 Information required in annual report; effect of 648 failure to provide such information.— 649

(1) In the annual report required by s. 605.0212, a series 650 limited liability company shall include the name of each 651 protected series of the company: 652 (

a) For which the series limited liability company has 653 previously delivered to the department for filing a protected 654 series designation; and 655 (

b) Which has not dissolved and completed winding up. 656

(2) A failure by a series limited liability company to 657 comply with subsection (1) with regard to a protected series 658 prevents issuance of a certificate of status pertaining to the 659 protected series, but does not otherwise affect the protected 660 series. 661

Section

Section 605.2301, Florida Statutes, is created 662 to read: 663 605.2301 Associated asset.— 664

(1) Only an asset of a protected series may be an 665 associated asset of the protected series. Only an asset of a 666 series limited liability company may be an associated asset of 667

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 24 of 55 CODING: Words stricken are deletions; words underlined are additions. the company. 668 (2)(

a) An asset of a protected series of a series limited 669 liability company is an associated asset of the protected series 670 only if the protected series creates and maintains records that 671 state the name of the protected series and describe the asset 672 with sufficient specificity to permit a disinterested, 673 reasonable individual to: 674 1. Identify the asset and distinguish it from any other 675 asset of the protected series, any asset of the series limited 676 liability company, and any asset of any other protected series 677 of the company; 678 2.

Determine when and from what person the protected series 679 acquired the asset or how the asset otherwise became an asset of 680 the protected series; and 681 3. If the protected series acquired the asset from the 682 series limited liability company or another protected series of 683 the company, determine any consideration paid, the payor, and 684 the payee. 685 (

b) A deed or other instrument granting an interest in real 686 property to or from one or more protected series of a series 687 limited liability company, or any other instrument otherwise 688 affecting an interest in real property held by one or more 689 protected series of a series limited liability company, in each 690 case to the extent such deed or other instrument is recorded in 691 the office for recording transfers or other matters affecting 692 real property, is conclusive in favor of a person who gives 693 value without knowledge of the lack of authority of the person 694 signing and delivering the deed or other instrument, and 695 constitutes a record that such interest in real property is an 696

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 25 of 55 CODING: Words stricken are deletions; words underlined are additions. associated asset or liability, as applicable, of the protected 697 series. 698 (3)(

a) An asset of a series limited liability company is an 699 associated asset of the company only if the company creates and 700 maintains records that state the name of the company and 701 describe the asset with sufficient specificity to permit a 702 disinterested, reasonable individual to: 703 1. Identify the asset and distinguish it from any other 704 asset of the series limited liability company and any asset of 705 any protected series of the company; 706 2.

Determine when and from what person the series limited 707 liability company acquired the asset or how the asset otherwise 708 became an asset of the company; and 709 3. If the series limited liability company acquired the 710 asset from a protected series of the company, determine any 711 consideration paid, the payor, and the payee. 712 (

b) A deed or other instrument granting an interest in real 713 property to or from a series limited liability company, or any 714 other instrument otherwise affecting an interest in real 715 property held by a series limited liability company, in each 716 case to the extent such deed or other instrument is recorded in 717 the office for recording transfers or other matters affecting 718 real property is conclusive in favor of a person who gives value 719 without knowledge of the lack of authority of the person signing 720 and delivering the deed or other instrument, and constitutes a 721 record that such interest in real property is an associated 722 asset or liability, as applicable, of the series limited 723 liability company. 724

(4) The records and recordkeeping required by subsections 725

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 26 of 55 CODING: Words stricken are deletions; words underlined are additions. (2) and (3) may be organized by specific listing, category, 726 type, quantity, or computational or allocational formula or 727 procedure, including a percentage or share of any asset, or in 728 any other reasonable manner. 729

(5) To the extent authorized by this

chapter and the law of 730 this state other than this chapter, a series limited liability 731 company or protected series of a series limited liability 732 company may hold an associated asset directly or indirectly, 733 through a representative, nominee, or similar arrangement, 734 except that: 735 (

a) A protected series may not hold an associated asset in 736 the name of the series limited liability company or another 737 protected series of the company; and 738 (

b) The series limited liability company may not hold an 739 associated asset in the name of a protected series of the 740 company. 741

Section

Section 605.2302, Florida Statutes, is created 742 to read: 743 605.2302 Associated member.— 744

(1) Only a member of a series limited liability company may 745 be an associated member of a protected series of the company. 746

(2) A member of a series limited liability company becomes 747 an associated member of a protected series of the company if the 748 operating agreement or a procedure established by the operating 749 agreement states: 750 (

a) That the member is an associated member of the 751 protected series; 752 (

b) The date on which the member became an associated 753 member of the protected series; and 754

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 27 of 55 CODING: Words stricken are deletions; words underlined are additions. (

c) Any protected-series transferable interest the 755 associated member has in connection with becoming or being an 756 associated member of the protected series. 757

(3) If a person that is an associated member of a protected 758 series of a series limited liability company is dissociated from 759 the company, the person ceases to be an associated member of the 760 protected series. 761

Section

Section 605.2303, Florida Statutes, is created 762 to read: 763 605.2303 Protected-series transferable interest.— 764

(1) A protected-series transferable interest of a protected 765 series of a series limited liability company must be owned 766 initially by an associated member of the protected series or the 767 series limited liability company. 768

(2) If a protected series of a series limited liability 769 company has no associated members when established, the company 770 owns the protected-series transferable interests in the 771 protected series. 772

(3) In addition to acquiring a protected-series 773 transferable series interest under subsection (2), a series 774 limited liability company may acquire a protected-series 775 transferable interest through a transfer from another person or 776 as provided in the operating agreement. 777

(4) Except for s. 605.2108(1)(c), a provision of this 778

chapter which applies to a protected-series transferee of a 779 protected series of a series limited liability company applies 780 to the company in its capacity as an owner of a protected-series 781 transferable interest of the protected series. A provision of 782 the operating agreement of a series limited liability company 783

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 28 of 55 CODING: Words stricken are deletions; words underlined are additions. which applies to a protected-series transferee of a protected 784 series of the company applies to the company in its capacity as 785 an owner of a protected-series transferable interest of the 786 protected series. 787

Section

Section 605.2304, Florida Statutes, is created 788 to read: 789 605.2304 Management.— 790

(1) A protected series may have more than one protected-791 series manager. 792

(2) If a protected series has no associated members, the 793 series limited liability company is the protected-series 794 manager. 795

(3) Section 605.2108 applies to the determination of any 796 duties of a protected-series manager of a protected series to: 797 (

a) The protected series; 798 (

b) Any associated member of the protected series; and 799 (

c) Any protected-series transferee of the protected 800 series. 801

(4) Solely by reason of being or acting as a protected-802 series manager of a protected series, a person owes no duty to: 803 (

a) The series limited liability company; 804 (

b) Another protected series of the series limited 805 liability company; or 806 (

c) Another person in that person’s capacity as: 807 1. A member of the series limited liability company which 808 is not an associated member of the protected series; 809 2. A protected-series transferee or protected-series 810 manager of another protected series; or 811 3. A transferee of the series limited liability company. 812

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 29 of 55 CODING: Words stricken are deletions; words underlined are additions.

(5) An associated member of a protected series of a series 813 limited liability company has the same rights as any other 814 member of the company to vote on or consent to an amendment to 815 the company’s operating agreement or any other matter being 816 decided by the members, regardless of whether the amendment or 817 matter affects the interests of the protected series or the 818 associated member. 819

(6) The right of a member to maintain a derivative action 820 to enforce a right of a limited liability company pursuant to s. 821 605.0802 shall apply to: 822 (

a) An associated member of a protected series, in 823 accordance with s. 605.2108, and 824 (

b) A member of a series limited liability company in 825 accordance with s. 605.2108. 826

(7) An associated member of a protected series is an agent 827 for the protected series with power to bind the protected series 828 to the same extent that a member of a limited liability company 829 is an agent for the company with power to bind the company under 830 s. 605.04074(1)(a). 831

Section

Section 605.2305, Florida Statutes, is created 832 to read: 833 605.2305 Right of a person who is not an associated member 834 of protected series to information concerning protected series.— 835

(1) A member of a series limited liability company which is 836 not an associated member of a protected series of the company 837 has a right to information concerning the protected series to 838 the same extent, in the same manner, and under the same 839 conditions that a member that is not a manager of a manager-840 managed limited liability company has a right to information of 841

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 30 of 55 CODING: Words stricken are deletions; words underlined are additions. the company under ss. 605.0410(1) and 605.0410(3)(b). 842

(2) A person who was formerly an associated member of a 843 protected series has a right to information concerning the 844 protected series to the same extent, in the same manner, and 845 under the same conditions that a person dissociated as a member 846 of a manager-managed limited liability company has a right to 847 information concerning the limited liability company under s. 848 605.0410(4) or other applicable law. 849

(3) If an associated member of a protected series dies, the 850 legal representative of the deceased associated member has a 851 right to information concerning the protected series to the same 852 extent, in the same manner, and under the same conditions that 853 the legal representative of a deceased member of a limited 854 liability company has a right to information concerning the 855 company under s. 605.0410(9). 856

(4) A protected-series manager of a protected series has a 857 right to information concerning the protected series to the same 858 extent, in the same manner, and under the same conditions that a 859 manager of a manager-managed limited liability company has a 860 right to information concerning the company under s. 861 605.0410(3)(a). 862

(5) The court-ordered inspection provisions of s. 605.0411 863 also apply to the information rights regarding series limited 864 liability companies and protected series described in this 865 section. 866

Section

Section 605.2401, Florida Statutes, is created 867 to read: 868 605.2401 Limitations on liability.— 869

(1) A person is not liable, directly or indirectly, by way 870

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 31 of 55 CODING: Words stricken are deletions; words underlined are additions. of contribution or otherwise, for a debt, obligation, or other 871 liability of: 872 (

a) A protected series of a series limited liability 873 company solely by reason of being or acting as: 874 1. An associated member, protected-series manager, or 875 protected-series transferee of the protected series; or 876 2. A member, manager, or a transferee of the company; or 877 (

b) A series limited liability company solely by reason of 878 being or acting as an associated member, protected-series 879 manager, or protected-series transferee of a protected series of 880 the company. 881

(2) Subject to s. 605.2404, the following apply: 882 (

a) A debt, obligation, or other liability of a series 883 limited liability company is solely the debt, obligation, or 884 liability of the company. 885 (

b) A debt, obligation, or other liability of a protected 886 series is solely the debt, obligation, or liability of the 887 protected series. 888 (

c) A series limited liability company is not liable, 889 directly or indirectly, by way of contribution or otherwise, for 890 a debt, obligation, or other liability of a protected series of 891 the company solely by reason of the protected series being a 892 protected series of the company, or the series limited liability 893 company: 894 1. Being or acting as a protected-series manager of the 895 protected series; 896 2. Having the protected series manage the series limited 897 liability company; or 898 3. Owning a protected-series transferable interest of the 899

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 32 of 55 CODING: Words stricken are deletions; words underlined are additions. protected series. 900 (

d) A protected series of a series limited liability 901 company is not liable, directly or indirectly, by way of 902 contribution or otherwise, for a debt, obligation, or other 903 liability of the company or another protected series of the 904 company, solely by reason of: 905 1. Being a protected series of the series limited liability 906 company; 907 2. Being or acting as a manager of the series limited 908 liability company or a protected-series manager of another 909 protected series of the company; or 910 3. Having the series limited liability company or another 911 protected series of the company be or act as a protected-series 912 manager of the protected series. 913

Section

Section 605.2402, Florida Statutes, is created 914 to read: 915 605.2402 Claim seeking to disregard limitation of 916 liability.— 917

(1) Except as otherwise provided in subsection (2), a claim 918 seeking to disregard a limitation in s. 605.2401 is governed by 919 the principles of law and equity, including a principle 920 providing a right to a creditor or holding a person liable for a 921 debt, obligation, or other liability of another person, which 922 would apply if each protected series of a series limited 923 liability company were a limited liability company formed 924 separately from the series limited liability company and 925 distinct from the series limited liability company and any other 926 protected series of the series limited liability company. 927

(2) The failure of a limited liability company or a 928

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 33 of 55 CODING: Words stricken are deletions; words underlined are additions. protected series to observe formalities relating to the exercise 929 of its powers or management of its activities and affairs is not 930 a ground to disregard a limitation in s. 605.2401(1) but may be 931 a ground to disregard a limitation in s. 605.2401(2). 932

(3) This

section applies to a claim seeking to disregard a 933 limitation of liability applicable to a foreign series limited 934 liability company or foreign protected series and comparable to 935 a limitation stated in s. 605.2401, if: 936 (

a) The claimant is a resident of this state, transacting 937 business in this state, or authorized to transact business in 938 this state; or 939 (

b) The claim is to establish or enforce a liability 940 arising under law of this state other than this

chapter or from 941

an act or omission in this state. 942

Section

Section 605.2403, Florida Statutes, is created 943 to read: 944 605.2403 Remedies of judgment creditor of associated member 945 or protected-series transferee.—The provisions of s. 605.0503 946 providing or restricting remedies available to a judgment 947 creditor of a member or transferee of a limited liability 948 company apply to a judgment creditor of: 949

(1) An associated member or protected-series transferee of 950 a protected series; and 951

(2) A series limited liability company, to the extent the 952 company owns a protected-series transferable interest of a 953 protected series. 954

Section

Section 605.2404, Florida Statutes, is created 955 to read: 956 605.2404 Enforcement of claim against non-associated 957

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 34 of 55 CODING: Words stricken are deletions; words underlined are additions. asset.— 958

(1) For the purposes of this section, the term: 959 (a) “Enforcement date” means 12:01 a.m. on the date on 960 which a claimant first serves process on a series limited 961 liability company or protected series in an action seeking to 962 enforce a claim against an asset of the company or protected 963 series by attachment, levy, or the like under this section. 964 (b) “Incurrence date” subject to s. 605.2608(2) means the 965 date on which a series limited liability company or protected 966 series incurred the liability giving rise to a claim that a 967 claimant seeks to enforce under this section. 968

(2) If a claim against a series limited liability company 969 or a protected series of the company has been reduced to 970 judgment, in addition to any other remedy provided by law or 971 equity, the judgment may be enforced in accordance with the 972 following: 973 (

a) A judgment against the series limited liability company 974 may be enforced against an asset of a protected series of the 975 company if the asset: 976 1. Was a non-associated asset of the protected series on 977 the incurrence date; or 978 2. Is a non-associated asset of the protected series on the 979 enforcement date. 980 (

b) A judgment against a protected series may be enforced 981 against an asset of the series limited liability company if the 982 asset: 983 1. Was a non-associated asset of the series limited 984 liability company on the incurrence date; or 985 2. Is a non-associated asset of the series limited 986

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 35 of 55 CODING: Words stricken are deletions; words underlined are additions. liability company on the enforcement date. 987 (

c) A judgment against a protected series may be enforced 988 against an asset of another protected series of the series 989 limited liability company if the asset: 990 1. Was a non-associated asset of the other protected series 991 on the incurrence date; or 992 2. Is a non-associated asset of the other protected series 993 on the enforcement date. 994

(3) In addition to any other remedy provided by law or 995 equity, if a claim against a series limited liability company or 996 a protected series has not been reduced to a judgment, and law 997 other than this

chapter permits a prejudgment remedy by 998 attachment, levy, or the like, the court may apply subsection 999 (2) as a prejudgment remedy. 1000

(4) In a proceeding under this section, the party asserting 1001 that an asset is or was an associated asset of a series limited 1002 liability company or a protected series of the series limited 1003 liability company has the burden of proof on the issue. 1004

(5) This

section applies to an asset of a foreign series 1005 limited liability company or foreign protected series if: 1006 (

a) The asset is real or tangible property located in this 1007 state; 1008 (

b) The claimant is a resident of this state or transacting 1009 business or authorized to transact business in this state, or 1010 the claim under this

section is to enforce a judgment, or to 1011 seek a pre-judgment remedy, pertaining to a liability arising 1012 from the law of this state other than this

chapter or

an act or 1013 omission in this state; and 1014 (

c) The asset is not identified in the records of the 1015

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 36 of 55 CODING: Words stricken are deletions; words underlined are additions. foreign series limited liability company or foreign protected 1016 series in a manner comparable to the manner required by s. 1017 605.2301. 1018

Section

Section 605.2501, Florida Statutes, is created 1019 to read: 1020 605.2501 Events causing dissolution of protected series.—A 1021 protected series of a series limited liability company is 1022 dissolved, and its activities and affairs must be wound up, upon 1023 the: 1024

(1) Dissolution of the series limited liability company; 1025

(2) Occurrence of an event or circumstance the operating 1026 agreement states causes dissolution of the protected series; 1027

(3) Affirmative vote or consent of all associated members 1028 of the protected series; 1029

(4) Entry by the court of an order dissolving the protected 1030 series on application by an associated member or protected-1031 series manager of the protected series: 1032 (

a) In accordance with s. 605.2108; and 1033 (

b) To the same extent, in the same manner, and on the same 1034 grounds the court would enter an order dissolving a limited 1035 liability company on application by a member or manager of the 1036 limited liability company pursuant to s. 605.0702; 1037

(5) Entry by the court of an order dissolving the protected 1038 series on application by the series limited liability company, 1039 or a member or manager of the series limited liability company: 1040 (

a) In accordance with s. 605.2108; and 1041 (

b) To the same extent, in the same manner, and on the same 1042 grounds the court would enter an order dissolving a limited 1043 liability company on application by a member or manager of the 1044

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 37 of 55 CODING: Words stricken are deletions; words underlined are additions. limited liability company pursuant to s. 605.0702; 1045

(6) Automatic or involuntary dissolution of the series 1046 limited liability company that established the protected series; 1047 or 1048

(7) The filing of a statement of administrative dissolution 1049 of the limited liability company by the department pursuant to 1050 s. 605.0714. 1051

Section

Section 605.2502, Florida Statutes, is created 1052 to read: 1053 605.2502 Winding up dissolved protected series.— 1054

(1) Subject to subsections (2) and (3) and in accordance 1055 with s. 605.2108: 1056 (

a) A dissolved protected series shall wind up its 1057 activities and affairs in the same manner that a dissolved 1058 limited liability company winds up its activities and affairs 1059 under s. 605.0709, subject to the same requirements and 1060 conditions, and with the same effects; and 1061 (

b) Judicial supervision or another judicial remedy is 1062 available in the winding up of the protected series to the same 1063 extent, in the same manner, under the same conditions, and with 1064 the same effects that apply under s. 605.0709(5). 1065

(2) When a protected series of a series limited liability 1066 company dissolves, the company may deliver to the department for 1067 filing articles of protected series dissolution stating the name 1068 of the series limited liability company and the protected series 1069 and that the protected series is dissolved. The filing of the 1070 articles of dissolution by the department has the same effect 1071 with regard to the protected series as the filing by a limited 1072 liability company of articles of dissolution with the department 1073

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 38 of 55 CODING: Words stricken are deletions; words underlined are additions. under s. 605.0707. 1074

(3) When a protected series of a series limited liability 1075 company has completed winding up in accordance with s. 605.0709, 1076 the company that established the protected series may deliver to 1077 the department for filing a statement of designation 1078 cancellation, stating: (

i) the name of the company and the 1079 protected series, (ii) that the protected series is terminated 1080 with the effective date of the termination if that date is not 1081 the date of filing of the statement of designation cancellation, 1082 and (iii) any other information required by the department. The 1083 filing of the statement of designation cancellation by the 1084 department has the same effect as the filing by the department 1085 of a statement of termination under s. 605.0709(7). 1086

(4) A series limited liability company has not completed 1087 its winding up until each of the protected series of the company 1088 has completed its winding up. 1089

Section

Section 605.2503, Florida Statutes, is created 1090 to read: 1091 605.2503 Effect of reinstatement of series limited 1092 liability company or revocation of voluntary dissolution.—If a 1093 series limited liability company that has been administratively 1094 dissolved is reinstated, or a series limited liability company 1095 that voluntarily dissolved revokes its articles of dissolution 1096 before filing a statement of termination: 1097

(1) Each protected series of the series limited liability 1098 company ceases winding up; and 1099

(2) The provisions of s. 605.0708 apply to the series 1100 limited liability company and apply to each protected series of 1101 the company, in accordance with s. 605.2108. 1102

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 39 of 55 CODING: Words stricken are deletions; words underlined are additions.

Section

Section 605.2601, Florida Statutes, is created 1103 to read: 1104 605.2601 Entity transactions involving a series limited 1105 liability company or a protected series restricted; 1106

definitions.—As used in ss. 605.2601-605.2608, the term: 1107 (1) “After a merger” or “after the merger” means when a 1108 merger under s. 605.2604 becomes effective and afterwards. 1109 (2) “Before a merger” or “before the merger” means before a 1110 merger under s. 605.2604 becomes effective. 1111 (3) “Continuing protected series” means a protected series 1112 of a surviving series limited liability company which continues 1113 in uninterrupted existence after a merger under s. 605.2604. 1114 (4) “Merging company” means a limited liability company 1115 that is party to a merger under s. 605.2604. 1116 (5) “Non-surviving company” means a merging company that 1117 does not continue in existence after a merger under s. 605.2604. 1118 (6) “Relocated protected series” means a protected series 1119 of a non-surviving company which, after a merger under s. 1120 605.2604, continues in uninterrupted existence as a protected 1121 series of the surviving company. 1122 (7) “Surviving company” means a merging company that 1123 continues in existence after a merger under s. 605.2604. 1124

Section

Section 605.2602, Florida Statutes, is created 1125 to read: 1126 605.2602 Protected series may not be party to entity 1127 transaction.—Except as provided in ss. 605.2605(2), 605.2606(2), 1128 and 605.2607(1), a protected series may not be a party to, be 1129 formed, organized, established, or created in, or result from: 1130

(1) A conversion, domestication, interest exchange, or 1131

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 40 of 55 CODING: Words stricken are deletions; words underlined are additions. merger under: 1132 (

a) This chapter; or 1133 (

b) The law of a foreign jurisdiction, however the 1134 transaction is denominated under such law; or 1135

(2) A transaction with the same substantive effect as a 1136 conversion, domestication, interest exchange, or merger. 1137

Section

Section 605.2603, Florida Statutes, is created 1138 to read: 1139 605.2603 Restriction on entity transaction involving series 1140 limited liability company.—A series limited liability company 1141 may not be: 1142

(1) A party to, formed, organized, created in, or result 1143 from: 1144 (

a) A conversion, domestication, or interest exchange, 1145 under: 1146 1. This chapter; or 1147 2. The law of a foreign jurisdiction, however the 1148 transaction is denominated under such law; or 1149 (

b) A transaction with the same substantive effect as a 1150 conversion, domestication, or interest exchange. 1151

(2) Except as otherwise provided in s. 605.2604, a party to 1152 or the surviving company of: 1153 (

a) A merger under: 1154 1. This chapter; or 1155 2. The law of a foreign jurisdiction, however a merger is 1156 denominated under such law; or 1157 (

b) A transaction with the same substantive effect as a 1158 merger. 1159

Section

Section 605.2604, Florida Statutes, is created 1160

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 41 of 55 CODING: Words stricken are deletions; words underlined are additions. to read: 1161 605.2604 Merger authorized; parties restricted.—A series 1162 limited liability company may be party to a merger in accordance 1163 with ss. 605.1021-605.1026, this section, and ss. 605.2605-1164 605.2608, only if: 1165

(1) Each other party to the merger is a limited liability 1166 company; and 1167

(2) The surviving company is not created in the merger. 1168

Section

Section 605.2605, Florida Statutes, is created 1169 to read: 1170 605.2605 Plan of merger.—In a merger under s. 605.2604, the 1171 plan of merger must: 1172

(1) Comply with s. 605.1022 relating to the contents of a 1173 plan of merger of a limited liability company; and 1174

(2) State in a record: 1175 (

a) For any protected series of a non-surviving company, 1176 whether after the merger the protected series will be a 1177 relocated protected series or be dissolved, wound up, and 1178 terminated; 1179 (

b) For any protected series of the surviving company which 1180 exists before the merger, whether after the merger the protected 1181 series will be a continuing protected series or be dissolved, 1182 wound up, and terminated; 1183 (

c) For each relocated protected series or continuing 1184 protected series: 1185 1. The name of any person that becomes an associated member 1186 or protected-series transferee of the protected series after the 1187 merger, any consideration to be paid by, on behalf of, or in 1188 respect of the person, the name of the payor, and the name of 1189

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 42 of 55 CODING: Words stricken are deletions; words underlined are additions. the payee; 1190 2. The name of any person whose rights or obligations in 1191 the person’s capacity as an associated member or protected-1192 series transferee will change after the merger; 1193 3. Any consideration to be paid to a person who before the 1194 merger was an associated member or protected-series transferee 1195 of the protected series and the name of the payor; and 1196 4. If after the merger the protected series will be a 1197 relocated protected series, its new name; 1198 (

d) For any protected series to be established by the 1199 surviving company as a result of the merger: 1200 1. The name of the protected series and the address of its 1201 principal office; 1202 2. Any protected-series transferable interest to be owned 1203 by the surviving company when the protected series is 1204 established; and 1205 3. The name of and any protected-series transferable 1206 interest owned by any person that will be an associated member 1207 of the protected series when the protected series is 1208 established; and 1209 (

e) For any person that is an associated member of a 1210 relocated protected series and will remain a member after the 1211 merger, any amendment to the operating agreement of the 1212 surviving limited liability company which: 1213 1. Is or is proposed to be in a record; and 1214 2. Is necessary or appropriate to state the rights and 1215 obligations of the person as a member of the surviving limited 1216 liability company. 1217

Section

Section 605.2606, Florida Statutes, is created 1218

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 43 of 55 CODING: Words stricken are deletions; words underlined are additions. to read: 1219 605.2606 Articles of merger.—In a merger under s. 605.2604, 1220 the articles of merger must: 1221

(1) Comply with s. 605.1025 relating to the articles of 1222 merger; and 1223

(2) Include as an attachment the following records, each to 1224 become effective when the merger becomes effective: 1225 (

a) For a protected series of a merging company being 1226 terminated as a result of the merger, a statement of designation 1227 cancellation and termination signed by the non-surviving merging 1228 company; 1229 (

b) For a protected series of a non-surviving company which 1230 after the merger will be a relocated protected series: 1231 1. A statement of relocation signed by the non-surviving 1232 company which contains the name of the series limited liability 1233 company and the name of the protected series before and after 1234 the merger; and 1235 2. A statement of protected series designation signed by 1236 the surviving company; and 1237 (

c) For a protected series being established by the 1238 surviving company as a result of the merger, a protected series 1239 designation signed by the surviving company. 1240

Section

Section 605.2607, Florida Statutes, is created 1241 to read: 1242 605.2607 Effect of merger.—When a merger of a protected 1243 series under s. 605.2604 becomes effective, in addition to the 1244 effects stated in s. 605.1026 stating the effect of a merger: 1245

(1) As provided in the plan of merger, each protected 1246 series of each merging series limited liability company which 1247

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 44 of 55 CODING: Words stricken are deletions; words underlined are additions. was established before the merger: 1248 (

a) Is a relocated protected series or continuing protected 1249 series; or 1250 (

b) Is dissolved, wound up, and terminated; 1251

(2) Any protected series to be established as a result of 1252 the merger is established; 1253

(3) Any relocated protected series or continuing protected 1254 series is the same person without interruption as it was before 1255 the merger; 1256

(4) All property of a relocated protected series or 1257 continuing protected series continues to be vested in the 1258 protected series without transfer, reversion, or impairment; 1259

(5) All debts, obligations, and other liabilities of a 1260 relocated protected series or continuing protected series 1261 continue as debts, obligations, and other liabilities of the 1262 relocated protected series or continuing protected series; 1263

(6) Except as otherwise provided by law or the plan of 1264 merger, all the rights, privileges, immunities, powers, and 1265 purposes of a relocated protected series or continuing protected 1266 series remain in the protected series; 1267

(7) The new name of a relocated protected series may be 1268 substituted for the former name of the relocated protected 1269 series in any pending action or proceeding; 1270

(8) If provided in the plan of merger: 1271 (

a) A person becomes an associated member or protected-1272 series transferee of a relocated protected series or continuing 1273 protected series; 1274 (

b) A person becomes an associated member of a protected 1275 series established by the surviving company as a result of the 1276

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 45 of 55 CODING: Words stricken are deletions; words underlined are additions. merger; 1277 (

c) Any change in the rights or obligations of a person in 1278 the person’s capacity as an associated member or protected-1279 series transferee of a relocated protected series or continuing 1280 protected series take effect; and 1281 (

d) Any consideration to be paid to a person that before 1282 the merger was an associated member or protected-series 1283 transferee of a relocated protected series or continuing 1284 protected series is due; and 1285

(9) Any person that is an associated member of a relocated 1286 protected series becomes a member of the surviving company, if 1287 not already a member. 1288

Section

Section 605.2608, Florida Statutes, is created 1289 to read: 1290 605.2608 Application of s. 605.2404 after merger.— 1291

(1) A creditor’s right that existed under s. 605.2404 1292 immediately before a merger under s. 605.2604 may be enforced 1293 after the merger in accordance with the following rules: 1294 (

a) A creditor’s right that existed immediately before the 1295 merger against the surviving company, a continuing protected 1296 series, or a relocated protected series continues without change 1297 after the merger. 1298 (

b) A creditor’s right that existed immediately before the 1299 merger against a non-surviving company: 1300 1. May be asserted against an asset of the non-surviving 1301 company which vested in the surviving company as a result of the 1302 merger; and 1303 2. Does not otherwise change. 1304 (

c) Subject to subsection (2), the following provisions 1305

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 46 of 55 CODING: Words stricken are deletions; words underlined are additions. apply: 1306 1. In addition to the remedy stated in paragraph (1), a 1307 creditor with a right under s. 605.2404 which existed 1308 immediately before the merger against a non-surviving company or 1309 a relocated protected series may assert the right against: 1310 a. An asset of the surviving company, other than an asset 1311 of the non-surviving company which vested in the surviving 1312 company as a result of the merger; 1313 b.

An asset of a continuing protected series; 1314 c. An asset of a protected series established by the 1315 surviving company as a result of the merger; 1316 d. If the creditor’s right was against an asset of the non-1317 surviving company, an asset of a relocated protected series; or 1318 e. If the creditor’s right was against an asset of a 1319 relocated protected series, an asset of another relocated 1320 protected series. 1321 2.

In addition to the remedy stated in paragraph (b), a 1322 creditor with a right that existed immediately before the merger 1323 against the surviving company or a continuing protected series 1324 may assert the right against: 1325 a. An asset of a relocated protected series; or 1326 b. An asset of a non-surviving company which vested in the 1327 surviving company as a result of the merger. 1328

(2) For the purposes of paragraph (1)(

c) and s. 1329 605.2404(2)(a)1., (b)1., and (c)1., the incurrence date is 1330 deemed be the date on which the merger becomes effective. 1331

(3) A merger under s. 605.2604 does not affect the manner 1332 in which s. 605.2404 applies to a liability incurred after the 1333 merger becomes effective. 1334

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 47 of 55 CODING: Words stricken are deletions; words underlined are additions.

Section

Section 605.2701, Florida Statutes, is created 1335 to read: 1336 605.2701 Governing law; foreign series limited liability 1337 companies and foreign protected series.—The law of the 1338 jurisdiction of formation of a foreign series limited liability 1339 company governs: 1340

(1) The internal affairs of a foreign protected series of 1341 the foreign series limited liability company, including: 1342 (

a) Relations among any associated members of the foreign 1343 protected series; 1344 (

b) Relations between the foreign protected series and: 1345 1. Any associated member; 1346 2. Any protected-series manager; or 1347 3. Any protected-series transferee; 1348 (

c) Relations between any associated member and: 1349 1. Any protected-series manager; or 1350 2. Any protected-series transferee; 1351 (

d) The rights and duties of a protected-series manager; 1352 (

e) Governance decisions affecting the activities and 1353 affairs of the foreign protected series and the conduct of those 1354 activities and affairs; and 1355 (

f) Procedures and conditions for becoming an associated 1356 member or protected-series transferee; 1357

(2) Relations between the foreign protected series and: 1358 (

a) The foreign series limited liability company; 1359 (

b) Another foreign protected series of the foreign series 1360 limited liability company; 1361 (

c) A member of the foreign series limited liability 1362 company which is not an associated member of the foreign 1363

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 48 of 55 CODING: Words stricken are deletions; words underlined are additions. protected series; 1364 (

d) A foreign protected-series manager that is not a 1365 protected-series manager of the foreign protected series; 1366 (

e) A foreign protected-series transferee that is not a 1367 foreign protected-series transferee of the foreign protected 1368 series; and 1369 (

f) A transferee of a transferable interest of the foreign 1370 series limited liability company; 1371

(3) Except as otherwise provided in ss. 605.2402 and 1372 605.2404, the liability of a person for a debt, obligation, or 1373 other liability of a foreign protected series of a foreign 1374 series limited liability company if the debt, obligation, or 1375 liability is asserted solely by reason of the person being or 1376 acting as: 1377 (

a) An associated member, protected-series transferee, or 1378 protected-series manager of the foreign protected series; 1379 (

b) A member of the foreign series limited liability 1380 company which is not an associated member of the foreign 1381 protected series; 1382 (

c) A protected-series manager of another foreign protected 1383 series of the company; 1384 (

d) A protected-series transferee of another foreign 1385 protected series of the foreign series limited liability 1386 company; 1387 (

e) A manager of the foreign series limited liability 1388 company; or 1389 (

f) A transferee of a transferable interest of the foreign 1390 series limited liability company; and 1391

(4) Except as otherwise provided in ss. 605.2402 and 1392

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 49 of 55 CODING: Words stricken are deletions; words underlined are additions. 605.2404: 1393 (

a) The liability of the foreign series limited liability 1394 company for a debt, obligation, or other liability of a foreign 1395 protected series of the foreign series limited liability company 1396 if the debt, obligation, or liability is asserted solely by 1397 reason of the foreign protected series being a foreign protected 1398 series of the foreign series limited liability company, or the 1399 foreign protected series limited liability company: 1400 1. Being or acting as a foreign protected-series manager of 1401 the foreign protected series; 1402 2.

Having the foreign protected series manage the foreign 1403 series limited liability company; or 1404 3. Owning a protected-series transferable interest of the 1405 foreign protected series; and 1406 (

b) The liability of a foreign protected series for a debt, 1407 obligation, or other liability of the foreign series limited 1408 liability company or another foreign protected series of the 1409 foreign series limited liability company, if the debt, 1410 obligation, or liability is asserted solely by reason of the 1411 foreign protected series: 1412 1.

Being a foreign protected series of the foreign series 1413 limited liability company or having the foreign series limited 1414 liability company or another foreign protected series of the 1415 foreign series limited liability company be or act as a foreign 1416 protected-series manager of the foreign protected series; or 1417 2. Managing the foreign series limited liability company or 1418 being or acting as a foreign protected-series manager of another 1419 foreign protected series of the foreign series limited liability 1420 company. 1421

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 50 of 55 CODING: Words stricken are deletions; words underlined are additions.

Section

Section 605.2702, Florida Statutes, is created 1422 to read: 1423 605.2702 No attribution of activities constituting 1424 transacting business or for establishing jurisdiction.—In 1425 determining whether a foreign series limited liability company 1426 or foreign protected series of the foreign series limited 1427 liability company is transacting business in this state or is 1428 subject to the personal jurisdiction of the courts of this 1429 state: 1430

(1) The activities and affairs of the foreign series 1431 limited liability company are not attributable to a foreign 1432 protected series of the foreign series limited liability company 1433 solely by reason of the foreign protected series being a foreign 1434 protected series of the foreign series limited liability 1435 company; and 1436

(2) The activities and affairs of a foreign protected 1437 series are not attributable to the foreign series limited 1438 liability company or another foreign protected series of the 1439 foreign series limited liability company, solely by reason of 1440 the foreign protected series being a foreign protected series of 1441 the foreign series limited liability company. 1442

Section

Section 605.2703, Florida Statutes, is created 1443 to read: 1444 605.2703 Certificate of authority for a foreign series 1445 limited liability company and foreign protected series; 1446 amendment of application.— 1447

(1) Except as otherwise provided in this

section and 1448 subject to ss. 605.2402 and 605.2404, the law of this state 1449 governing application by a foreign limited liability company to 1450

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 51 of 55 CODING: Words stricken are deletions; words underlined are additions. obtain a certificate of authority to transact business in this 1451 state as required under s. 605.0902, including the effect of 1452 obtaining a certificate of authority under s. 605.0903, and the 1453 effect of failure to have a certificate of authority as 1454 described in s. 605.0904, apply to a foreign series limited 1455 liability company and to a foreign protected series of a foreign 1456 series limited liability company as if the foreign protected 1457 series was a foreign limited liability company formed separately 1458 from the foreign series limited liability company, and distinct 1459 from the foreign series limited liability company and any other 1460 foreign protected series of the foreign series limited liability 1461 company. 1462

(2) An application by a foreign protected series of a 1463 foreign series limited liability company for a certificate of 1464 authority to transact business in this state must include: 1465 (

a) The name and jurisdiction of formation of the foreign 1466 series limited liability company and the foreign protected 1467 series seeking a certificate of authority, and all of the other 1468 information required under s. 605.0902, as well as any other 1469 information required by the department; and 1470 (

b) If the company has other foreign protected series, the 1471 name, title, capacity, and street and mailing address of at 1472 least one person who has the authority to manage the foreign 1473 limited liability company and who knows the name and street and 1474 mailing address of: 1475 1. Each other foreign protected series of the foreign 1476 series limited liability company; and 1477 2. The foreign protected-series manager of, and the 1478 registered agent for service of process for, each other foreign 1479

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 52 of 55 CODING: Words stricken are deletions; words underlined are additions. protected series of the foreign series limited liability 1480 company. 1481

(3) The name of a foreign protected series applying for a 1482 certificate of authority to transact business in this state must 1483 comply with ss. 605.2202 and 605.0112, and may do so using a 1484 fictitious name pursuant to ss. 605.0906 and 865.09, if the 1485 fictitious name complies with ss. 605.0906, 605.0112, and 1486 605.2202. 1487

(4) The requirements in s. 605.0907 relating to required 1488 information and amending of a certificate of authority apply to 1489 the information required by subsection (2). 1490

(5) The provisions of ss. 605.0903-605.0912 apply to a 1491 foreign limited liability company and to a protected series of a 1492 foreign series limited liability company applying for, amending, 1493 or withdrawing a certificate of authority to transact business 1494 in this state. 1495

Section

Section 605.2704, Florida Statutes, is created 1496 to read: 1497 605.2704 Disclosure required when a foreign series limited 1498 liability company or foreign protected series is a party to 1499 proceeding.— 1500

(1) Not later than 30 days after becoming a party to a 1501 proceeding before a civil, administrative, or other adjudicative 1502 tribunal of or located in this state, or a tribunal of the 1503 United States located in this state: 1504 (

a) A foreign series limited liability company shall 1505 disclose to each other party the name and street and mailing 1506 address of: 1507 1. Each foreign protected series of the foreign series 1508

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 53 of 55 CODING: Words stricken are deletions; words underlined are additions. limited liability company; and 1509 2. Each foreign protected-series manager of and a 1510 registered agent for service of process for each foreign 1511 protected series of the foreign series limited liability 1512 company; and 1513 (

b) A foreign protected series of a foreign series limited 1514 liability company shall disclose to each other party the name 1515 and street and mailing address of: 1516 1. The foreign series limited liability company and each 1517 manager of the foreign series limited liability company and an 1518 agent for service of process for the foreign series limited 1519 liability company; and 1520 2. Any other foreign protected series of the foreign series 1521 limited liability company and each foreign protected-series 1522 manager of and an agent for service of process for the other 1523 foreign protected series. 1524

(2) If a foreign series limited liability company or 1525 foreign protected series challenges the personal jurisdiction of 1526 the tribunal, the requirement that the foreign series limited 1527 liability company or foreign protected series make disclosure 1528 under subsection (1) is tolled until the tribunal determines 1529 whether it has personal jurisdiction. 1530

(3) If a foreign series limited liability company or 1531 foreign protected series does not comply with subsection (1), a 1532 party to the proceeding may: 1533 (

a) Request the tribunal to treat the noncompliance as a 1534 failure to comply with the tribunal’s discovery rules; or 1535 (

b) Bring a separate proceeding in the court to enforce 1536 subsection (1). 1537

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 54 of 55 CODING: Words stricken are deletions; words underlined are additions.

Section

Section 605.2801, Florida Statutes, is created 1538 to read: 1539 605.2801 Relation to Electronic Signatures in Global and 1540 National Commerce Act.—Section 605.1102 applies to ss. 605.2101-1541 605.2802. 1542

Section

Section 605.2802, Florida Statutes, is created 1543 to read: 1544 605.2802 Transitional provisions.— 1545

(1) Before July 1, 2024, ss. 605.2101-605.2802 govern only: 1546 (

a) A series limited liability company formed, or a 1547 protected series established, on or after July 1, 2023; and 1548 (

b) A domestic limited liability company formed before July 1549 1, 2024, that becomes a series limited liability company on or 1550 after July 1, 2024, in the manner provided in its operating 1551 agreement and pursuant to applicable law, to permit the filing 1552 of one or more protected series designations for one or more 1553 protected series pursuant to s. 605.2201. 1554

(2) On and after July 1, 2024, this

chapter governs all 1555 series limited liability companies and protected series. 1556

(3) Until July 1, 2024, ss. 605.2402 and 605.2404 do not 1557 apply to a foreign protected series that was established before 1558 July 1, 2023 or a foreign limited liability company that became 1559 a foreign series limited liability company before July 1, 2023. 1560

Section 41. Effective upon becoming a law, paragraph (

b) of 1561 subsection (1) of

section 605.0103, Florida Statutes, is amended 1562 to read: 1563 605.0103 Knowledge; notice.— 1564

(1) A person knows a fact if the person: 1565 (

b) Is deemed to know the fact under paragraph (4)(a) 1566

Florida Senate - 2023 SB 1324 26-00782A-23 20231324__ Page 55 of 55 CODING: Words stricken are deletions; words underlined are additions. (4)(b), or a law other than this chapter. 1567

Section 42. Except as otherwise expressly provided in this 1568 act and except for this section, which shall take effect upon 1569 this act becoming a law, this act shall take effect July 1, 1570 2023. 1571