Florida Senate - 2024 SB 1346 By Senator Berman 26-00011D-24 20241346__ Page 1 of 62 CODING: Words stricken are deletions; words underlined are additions. A bill to be entitled 1

An act relating to limited liability companies; 2 amending s. 48.062, F.S.; defining the terms 3 “registered foreign protected series of a foreign 4 series limited liability company” and “registered 5 foreign series limited liability company”; specifying 6 that certain limited liability companies are 7 considered a nonresident under certain circumstances; 8 providing for service of a summons and complaint on 9 such companies and series; specifying that such 10 service serves as notice to such companies and series; 11 amending s. 605.0103, F.S.; correcting a cross-12 reference; amending s. 605.0117, F.S.; conforming a 13 provision to changes made by the act; amending s. 14 605.0211, F.S.; revising requirements for certificates 15 of status; creating s. 605.2101, F.S.; providing a 16

short title; creating s. 605.2102, F.S.; defining 17 terms; creating s. 605.2103, F.S.; providing that a 18 protected series of a series limited liability company 19 is a person distinct from certain other entities; 20 creating s. 605.2104, F.S.; providing for powers and 21 prohibitions for protected series of series limited 22 liability companies; creating s. 605.2105, F.S.; 23 providing construction; creating s. 605.2106, F.S.; 24 providing construction regarding protected series 25 operating agreements; providing applicability with 26 regard to certain restrictions on limited liability 27 companies; creating s. 605.2107, F.S.; providing 28 prohibitions and authorizations relating to operating 29

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 2 of 62 CODING: Words stricken are deletions; words underlined are additions. agreements; creating s. 605.2108, F.S.; providing 30 applicability; creating s. 605.2201, F.S.; authorizing 31 domestic limited liability companies to establish 32 protected series; specifying requirements for 33 establishing protected series and amending protected 34 series designations; creating s. 605.2202, F.S.; 35 specifying requirements for naming a protected series; 36 creating s. 605.2203, F.S.; providing specifications 37 and requirements for the registered agent for a 38 protected series; specifying requirements relating to 39 protected series designations; specifying that a 40 registered agent is not required to distinguish 41 between certain processes, notices, demands, and 42 records unless otherwise agreed upon; creating s. 43 605.2204, F.S.; authorizing service on, and provision 44 of notice and demand to, certain limited liability 45 companies and protected series in a specified manner; 46 providing that certain notice is effective regardless 47 of whether any notice or demand identify a person if 48 certain requirements are met; providing authorizations 49 relating to certain services and notices; providing 50 construction; creating s. 605.2205, F.S.; requiring 51 the Department of State to issue a certificate of 52 status under certain circumstances; specifying 53 requirements for certificates of status; providing 54 that a certificate of status may be relied upon as 55 conclusive evidence of the facts stated in the 56 certificate; creating s. 605.2206, F.S.; requiring 57 series limited liability companies and registered 58

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 3 of 62 CODING: Words stricken are deletions; words underlined are additions. foreign series limited liability companies to include 59 specified information in a required annual report; 60 specifying that failure to include such information 61 prevents a certificate of status from being issued; 62 creating s. 605.2301, F.S.; specifying that only 63 certain assets may be considered associated assets; 64 specifying requirements for an asset to be considered 65 an associated asset; authorizing that certain records 66 and recordkeeping be organized in a specified manner; 67 authorizing series limited liability companies or 68 protected series of such companies to hold an 69 associated asset in a specified manner; providing 70 exceptions; creating s. 605.2302, F.S.; specifying 71 requirements for becoming an associated member of a 72 protected series of a series limited liability 73 company; creating s. 605.2303, F.S.; requiring that 74 protected-series transferable interests be owned 75 initially by an associated member of the protected 76 series or the series limited liability company; 77 providing for ownership when a protected series of a 78 series limited liability company does not have 79 associated members upon establishment under certain 80 circumstances; authorizing series limited liability 81 companies to acquire such interests by transfer; 82 providing applicability; creating s. 605.2304, F.S.; 83 authorizing a protected series to have one or more 84 protected-series managers; specifying that if a 85 protected series does not have associated members, the 86 series limited liability company is the protected-87

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 4 of 62 CODING: Words stricken are deletions; words underlined are additions. series manager; providing applicability; specifying 88 that a person does not owe a duty to specified 89 entities for certain reasons; providing rights of 90 associated members; providing applicability; 91 specifying that an associated member of a member-92 managed protected series, or a protected-series 93 manager of a manager-managed protected series, is an 94 agent for the protected series and has a specified 95 power; creating s. 605.2305, F.S.; providing rights 96 for certain persons relating to information concerning 97 protected series; providing applicability; creating s. 98 605.2401, F.S.; providing limitations on liability for 99 certain persons; creating s. 605.2402, F.S.; 100 specifying that certain claims are governed by 101 specified provisions; specifying that the failure of 102 limited liability companies or protected series to 103 observe certain formalities is not a ground to 104 disregard a specified limitation; providing 105 applicability; creating s. 605.2403, F.S.; specifying 106 that certain provisions relating to the provision or 107 restriction of remedies apply to certain judgment 108 creditors; creating s. 605.2404, F.S.; defining the 109 terms “enforcement date” and “incurrence date”; 110 authorizing that certain judgments be enforced in 111 accordance with specified provisions; authorizing 112 courts to provide a specified prejudgment remedy; 113 providing that a party making a certain assertion has 114 the burden of proof in specified proceedings; 115 providing applicability; creating s. 605.2501, F.S.; 116

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 5 of 62 CODING: Words stricken are deletions; words underlined are additions. providing events causing the dissolution of protected 117 series of series limited liability companies; creating 118 s. 605.2502, F.S.; specifying requirements and 119 authorizations relating to dissolved protected series; 120 specifying that a series limited liability company has 121 not completed winding up until each of the protected 122 series of the company has done so; creating s. 123 605.2503, F.S.; providing for the effect of 124 reinstatements of series limited liability companies 125 and revocations of voluntary dissolutions; creating s. 126 605.2601, F.S.; defining terms; creating s. 605.2602, 127 F.S.; prohibiting protected series from involvement in 128 certain transactions; creating s. 605.2603, F.S.; 129 prohibiting series limited liability companies from 130 involvement in certain transactions; creating s. 131 605.2604, F.S.; authorizing series limited liability 132 companies to be a party to a merger under certain 133 circumstances; creating s. 605.2605, F.S.; requiring 134 that plans of merger meet certain requirements; 135 creating s. 605.2606, F.S.; requiring articles of 136 merger to meet certain requirements; creating s. 137 605.2607, F.S.; providing for effects of mergers of 138 protected series; creating s. 605.2608, F.S.; 139 providing the means for enforcement of creditors’ 140 rights; providing applicability of certain provisions 141 after a merger; creating s. 605.2701, F.S.; providing 142 that the law of the jurisdiction of a foreign series 143 limited liability company’s formation governs certain 144 aspects of the internal affairs of the foreign series 145

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 6 of 62 CODING: Words stricken are deletions; words underlined are additions. limited liability company; providing applicability; 146 creating s. 605.2702, F.S.; specifying requirements 147 for making a specified determination relating to 148 certain companies transacting business in this state 149 or being subject to the personal jurisdiction of the 150 courts in this state; creating s. 605.2703, F.S.; 151 providing applicability of laws of this state relating 152 to certificates of authority for foreign series 153 limited liability companies and foreign protected 154 series of such companies; requiring an application by 155 a foreign protected series for a certificate of 156 authority to include certain information and comply 157 with specified provisions; providing applicability; 158 creating s. 605.2704, F.S.; requiring foreign series 159 limited liability companies and foreign protected 160 series of such companies to make specified 161 disclosures; tolling such requirements under certain 162 circumstances; authorizing certain parties to make a 163 specified request or bring a separate proceeding if 164 such company or series fails to make the disclosures; 165 creating s. 605.2801, F.S.; providing applicability of 166 provisions relating to electronic signatures; creating 167 s. 605.2802, F.S.; providing construction; prohibiting 168 domestic limited liability companies from creating or 169 designating any protected series before a specified 170 date; providing an effective date. 171 172 Be It Enacted by the Legislature of the State of Florida: 173 174

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 7 of 62 CODING: Words stricken are deletions; words underlined are additions.

Section 1. Present subsection (7) of

section 48.062, 175 Florida Statutes, is redesignated as subsection (11), a new 176 subsection (7) and subsections (8), (9), and (10) are added to 177 that section, and subsections (1) and (6) of that

section are 178 amended, to read: 179 48.062 Service on a domestic limited liability company or 180 registered foreign limited liability company.— 181

(1) As used in this section, the term: 182 (a) “Registered foreign limited liability company” means a 183 foreign limited liability company that has an active certificate 184 of authority to transact business in this state pursuant to a 185 record filed with the Department of State. 186 (b) “Registered foreign protected series of a foreign 187 series limited liability company” means a protected series of a 188 foreign series limited liability company that has an active 189 certificate of authority to transact business in this state 190 pursuant to a record filed with the Department of State. 191 (c) “Registered foreign series limited liability company” 192 means a foreign series limited liability company that has an 193 active certificate of authority to transact business in this 194 state pursuant to a record filed with the Department of State. 195

(6) A foreign limited liability company, foreign series 196 limited liability company, or foreign protected series of a 197 foreign series limited liability company engaging in business in 198 this state which is not registered is considered, for purposes 199 of service of process, a nonresident engaging in business in 200 this state and may be served pursuant to s. 48.181 or by order 201 of the court under s. 48.102. 202

(7) Service of a summons and complaint on a series limited 203

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 8 of 62 CODING: Words stricken are deletions; words underlined are additions. liability company is notice to each protected series of the 204 series limited liability company of service of the summons and 205 complaint and the contents of the complaint. 206

(8) Service of a summons and complaint on a protected 207 series of a series limited liability company is notice to the 208 series limited liability company and any other protected series 209 of the series limited liability company of service of the 210 summons and complaint and the contents of the complaint. 211

(9) Service of a summons and complaint on a registered 212 foreign series limited liability company is notice to each 213 registered foreign protected series of the registered foreign 214 series limited liability company of service of the summons and 215 complaint and the contents of the complaint. 216

(10) Service of a summons and complaint on a registered 217 foreign protected series of a foreign series limited liability 218 company is notice to the foreign series limited liability 219 company and to any other registered foreign protected series of 220 the foreign series limited liability company of service of the 221 summons and complaint and the contents of the complaint. 222

(11) This

section does not apply to service of process on 223 insurance companies. 224

Section 2. Subsection (1) of

section 605.0103, Florida 225 Statutes, is amended to read: 226 605.0103 Knowledge; notice.— 227

(1) A person knows a fact if the person: 228 (

a) Has actual knowledge of the fact; or 229 (

b) Is deemed to know the fact under paragraph (4)(a) 230 (4)(b), or a law other than this chapter. 231

Section 3. Subsection (3) of

section 605.0117, Florida 232

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 9 of 62 CODING: Words stricken are deletions; words underlined are additions. Statutes, is amended to read: 233 605.0117 Serving process, giving notice, or making a 234 demand.— 235

(3) A registered series of a foreign series limited 236 liability company may be served in the same manner as a 237 registered limited liability company. 238

Section 4. Paragraphs (

c) through (

f) of subsection (1) and 239 subsection (2) of

section 605.0211, Florida Statutes, are 240 amended to read: 241 605.0211 Certificate of status.— 242

(1) The department, upon request and payment of the 243 requisite fee, shall issue a certificate of status for a limited 244 liability company if the records filed in the department show 245 that the department has accepted and filed the company’s 246 articles of organization. A certificate of status must state the 247 following: 248 (

c) Whether all fees and penalties due to the department 249 under this

chapter have been paid. 250 (

d) Whether If the company’s most recent annual report 251 required under s. 605.0212 has not been filed by the department. 252 (

e) Whether If the department has administratively 253 dissolved the company or received a record notifying the 254 department that the company has been dissolved by judicial 255 action pursuant to s. 605.0705. 256 (

f) Whether If the department has filed articles of 257 dissolution for the company. 258

(2) The department, upon request and payment of the 259 requisite fee, shall furnish a certificate of status for a 260 foreign limited liability company if the filed records filed 261

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 10 of 62 CODING: Words stricken are deletions; words underlined are additions. show that the department has filed a certificate of authority 262 for that company. A certificate of status for a foreign limited 263 liability company must state the following: 264 (

a) The foreign limited liability company’s name and any 265 current alternate name adopted under s. 605.0906(1) for use in 266 this state. 267 (

b) That the foreign limited liability company is 268 authorized to transact business in this state. 269 (

c) Whether all fees and penalties due to the department 270 under this

chapter or other law have been paid. 271 (

d) Whether If the foreign limited liability company’s most 272 recent annual report required under s. 605.0212 has not been 273 filed by the department. 274 (

e) Whether If the department has: 275 1. Revoked the foreign limited liability company’s 276 certificate of authority; or 277 2. Filed a notice of withdrawal of certificate of authority 278 of the foreign limited liability company. 279

Section

Section 605.2101, Florida Statutes, is created 280 to read: 281 605.2101

Short title.—Sections 605.2101-605.2802 may be 282 cited as the “Uniform Protected Series Provisions.” 283

Section

Section 605.2102, Florida Statutes, is created 284 to read: 285 605.2102

Definitions.—As used in ss. 605.2101-605.2802, the 286 term: 287 (1) “Asset” means either of the following: 288 (

a) Property in which a series limited liability company or 289 a protected series has rights; or 290

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b) Property as to which the series limited liability 291 company or protected series has the power to transfer rights. 292 (2) “Associated asset” means an asset that meets the 293 requirements of s. 605.2301. 294 (3) “Associated member” means a member that meets the 295 requirements of s. 605.2302. 296 (4) “Foreign protected series” means an arrangement, a 297 configuration, or another structure established by a foreign 298 limited liability company which has attributes comparable to a 299 protected series established under this chapter, regardless of 300 whether the law under which the foreign company is organized 301 refers to “series” or “protected series.” 302 (5) “Foreign series limited liability company” means a 303 foreign limited liability company that has at least one foreign 304 series or protected series. 305 (6) “Non-associated asset” means either of the following: 306 (

a) An asset of a series limited liability company which is 307 not an associated asset of the company; or 308 (

b) An asset of a protected series of a series limited 309 liability company which is not an associated asset of the 310 protected series. 311 (7) “Person” has the same meaning as in s. 605.0102 and 312 includes a protected series and a foreign protected series. 313 (8) “Protected series,” except in the phrase “foreign 314 protected series,” means a protected series established under s. 315 605.2201. 316 (9) “Protected-series manager” means a person under whose 317 authority the powers of a protected series are exercised and 318 under whose direction the activities and affairs of the 319

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 12 of 62 CODING: Words stricken are deletions; words underlined are additions. protected series are managed under the operating agreement and 320 this chapter. 321 (10) “Protected-series transferable interest” means a right 322 to receive a distribution from a protected series. 323 (11) “Protected-series transferee” means a person other 324 than the series limited liability company to which all or

part 325 of a protected-series transferable interest of a protected 326 series of a series limited liability company has been 327 transferred.

The term includes a person that owns a protected-328 series transferable interest as a result of ceasing to be an 329 associated member of a protected series. 330 (12) “Registered foreign protected series” means a 331 protected series of a foreign series limited liability company 332 that has an active certificate of authority to transact business 333 in this state pursuant to a record filed with the department. 334 (13) “Registered foreign series limited liability company” 335 means a foreign series limited liability company that has an 336 active certificate of authority to transact business in this 337 state pursuant to a record filed with the department. 338 (14) “Series limited liability company,” except in the 339 phrase “foreign series limited liability company,” means a 340 domestic limited liability company that has at least one 341 protected series. 342

Section

Section 605.2103, Florida Statutes, is created 343 to read: 344 605.2103 Nature of protected status.—A protected series of 345 a series limited liability company is a person distinct from all 346 of the following: 347

(1) The series limited liability company, subject to ss. 348

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 13 of 62 CODING: Words stricken are deletions; words underlined are additions. 605.2104(3), 605.2501(1), and 605.2502(4). 349

(2) Another protected series of the series limited 350 liability company. 351

(3) A member of the series limited liability company, 352 regardless of whether the member is an associated member of the 353 protected series of the series limited liability company. 354

(4) A protected-series transferee of a protected series of 355 the series limited liability company. 356

(5) A transferee of a transferable interest of the series 357 limited liability company. 358

Section

Section 605.2104, Florida Statutes, is created 359 to read: 360 605.2104 Powers and duration of protected series.— 361

(1) A protected series of a series limited liability 362 company has the capacity to sue and be sued in its own name. 363

(2) Except as otherwise provided in subsections (3) and 364 (4), a protected series of a series limited liability company 365 has the same powers and purposes as the series limited liability 366 company. 367

(3) A protected series of a series limited liability 368 company ceases to exist not later than when the series limited 369 liability company completes its winding up. 370

(4) A protected series of a series limited liability 371 company may not be or do, as applicable, any of the following: 372 (

a) Be a member of the series limited liability company; 373 (

b) Establish a protected series; or 374 (

c) Except as permitted by the laws of this state other 375 than this chapter, have a purpose or power, or take an action, 376 that the laws of this state other than this

chapter prohibit a 377

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 14 of 62 CODING: Words stricken are deletions; words underlined are additions. limited liability company from having or doing. 378

Section

Section 605.2105, Florida Statutes, is created 379 to read: 380 605.2105 Protected series governing law.—The laws of this 381 state govern the following: 382

(1) The internal affairs of a protected series of a series 383 limited liability company, including all of the following: 384 (

a) Relations among any associated members of the protected 385 series. 386 (

b) Relations between the protected series and: 387 1. Any associated member; 388 2. Any protected-series manager; or 389 3. Any protected-series transferee. 390 (

c) Relations between any associated member and: 391 1. Any protected-series manager; or 392 2. Any protected-series transferee. 393 (

d) The rights and duties of a protected-series manager. 394 (

e) Governance decisions affecting the activities and 395 affairs of the protected series and the conduct of those 396 activities and affairs. 397 (

f) Procedures and conditions for becoming an associated 398 member or a protected-series transferee. 399

(2) The relations between a protected series of a series 400 limited liability company and each of the following: 401 (

a) The series limited liability company. 402 (

b) Another protected series of the series limited 403 liability company. 404 (

c) A member of the series limited liability company which 405 is not an associated member of the protected series of the 406

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 15 of 62 CODING: Words stricken are deletions; words underlined are additions. series limited liability company. 407 (

d) A protected-series manager that is not a protected-408 series manager of the protected series. 409 (

e) A protected-series transferee that is not a protected-410 series transferee of the protected series. 411

(3) The liability of a person for a debt, an obligation, or 412 another liability of a protected series of a series limited 413 liability company if the debt, obligation, or liability is 414 asserted solely by reason of the person being or acting as any 415 of the following: 416 (

a) An associated member, protected-series transferee, or 417 protected-series manager of the protected series; 418 (

b) A member of the series limited liability company which 419 is not an associated member of the protected series; 420 (

c) A protected-series manager that is not a protected-421 series manager of the protected series; 422 (

d) A protected-series transferee that is not a protected-423 series transferee of the protected series; 424 (

e) A manager of the series limited liability company; or 425 (

f) A transferee of a transferable interest of the series 426 limited liability company. 427

(4) The liability of a series limited liability company for 428 a debt, an obligation, or another liability of a protected 429 series of the series limited liability company if the debt, 430 obligation, or liability is asserted solely in connection with 431 any of the following on the part of the series limited liability 432 company: 433 (

a) Having delivered to the department for filing under s. 434 605.2201(2) a protected series designation pertaining to the 435

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 16 of 62 CODING: Words stricken are deletions; words underlined are additions. protected series or under s. 605.2201(4) or s. 605.2202(3) a 436 statement of designation change pertaining to the protected 437 series; 438 (

b) Being or acting as a protected-series manager of the 439 protected series; 440 (

c) Having the protected series be or act as a manager of 441 the series limited liability company; or 442 (

d) Owning a protected-series transferable interest of the 443 protected series. 444

(5) The liability of a protected series of a series limited 445 liability company for a debt, an obligation, or another 446 liability of the series limited liability company or of another 447 protected series of the series limited liability company if the 448 debt, obligation, or liability is asserted solely by reason of 449 any of the following: 450 (

a) The protected series: 451 1. Being a protected series of the series limited liability 452 company or having as a protected-series manager the series 453 limited liability company or another protected series of the 454 series limited liability company; or 455 2. Being or acting as a protected-series manager of another 456 protected series of the series limited liability company or a 457 manager of the series limited liability company; or 458 (

b) The series limited liability company owning a 459 protected-series transferable interest of the protected series. 460

Section

Section 605.2106, Florida Statutes, is created 461 to read: 462 605.2106 Relation of a protected series operating agreement 463 and the protected series provisions of this chapter.— 464

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(1) Except as otherwise provided in this section, and 465 subject to ss. 605.2107 and 605.2108, the operating agreement of 466 a series limited liability company governs the following: 467 (

a) The internal affairs of a protected series, including 468 all of the following: 469 1. Relations among any associated members of the protected 470 series. 471 2. Relations between the protected series and: 472 a. Any associated member of the protected series; 473 b. Any protected-series manager; or 474 c. Any protected-series transferee. 475 3. Relations between any associated member and: 476 a. Any protected-series manager; or 477 b. Any protected-series transferee. 478 4. The rights and duties of a protected-series manager. 479 5.

Governance decisions affecting the activities and 480 affairs of the protected series and the conduct of those 481 activities and affairs. 482 6. Procedures and conditions for becoming an associated 483 member or a protected-series transferee. 484 (

b) Relations between a protected series of the series 485 limited liability company and each of the following: 486 1. The series limited liability company. 487 2. Another protected series of the series limited liability 488 company. 489 3. The protected series, any of its protected-series 490 managers, any associated member of the protected series, or any 491 protected-series transferee of the protected series. 492 4. A person in the person’s capacity as: 493

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 18 of 62 CODING: Words stricken are deletions; words underlined are additions. a. A member of the series limited liability company which 494 is not an associated member of the protected series; 495 b. A protected-series transferee or protected-series 496 manager of another protected series; or 497 c. A transferee of the series limited liability company. 498

(2) If this

chapter restricts the power of an operating 499 agreement to affect a matter, the restriction applies to a 500 matter under ss. 605.2101-605.2802 in accordance with s. 501 605.0105. 502

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

chapter imposes 503 a prohibition, limitation, requirement, condition, obligation, 504 liability, or other restriction on a limited liability company; 505 a member, a manager, or another agent of a limited liability 506 company; or a transferee of a limited liability company, except 507 as otherwise provided in the laws of this state other than this 508 chapter, the restriction applies in accordance with s. 605.2108. 509

(4) Except as otherwise provided in s. 605.2107, if the 510 operating agreement of a series limited liability company does 511 not provide for a matter described in subsection (1) in a manner 512 authorized by ss. 605.2101-605.2802, the matter is determined in 513 accordance with the following: 514 (

a) To the extent that ss. 605.2101-605.2802 address the 515 matter, ss. 605.2101-605.2802 govern. 516 (

b) To the extent that ss. 605.2101-605.2802 do not address 517 the matter, this

chapter governs the matter in accordance with 518 s. 605.2108. 519

Section

Section 605.2107, Florida Statutes, is created 520 to read: 521 605.2107 Additional limitations on operating agreements.— 522

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(1) An operating agreement may not vary the effect of: 523 (

a) This section; 524 (

b) Section 605.2103; 525 (

c) Section 605.2104(1); 526 (

d) Section 605.2104(2), to provide a protected series a 527 power beyond those provided in this

chapter to a limited 528 liability company; 529 (

e) Section 605.2104(3) or (4); 530 (

f) Section 605.2105; 531 (

g) Section 605.2106; 532 (

h) Section 605.2108; 533 (

i) Section 605.2201, except to vary the manner in which a 534 series limited liability company approves establishing a 535 protected series; 536 (

j) Section 605.2202; 537 (

k) Section 605.2301; 538 (

l) Section 605.2302; 539 (

m) Section 605.2303(1) or (2); 540 (

n) Section 605.2304(3) or (6); 541 (

o) Section 605.2401, except to decrease or eliminate a 542 limitation of liability stated in that section; 543 (

p) Section 605.2402; 544 (

q) Section 605.2403; 545 (

r) Section 605.2404; 546 (

s) Section 605.2501(1), (4), and (5); 547 (

t) Section 605.2502, except to designate a different 548 person to manage winding up; 549 (

u) Section 605.2503; 550 (

v) Sections 605.2601-605.2608; 551

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 20 of 62 CODING: Words stricken are deletions; words underlined are additions. (

w) Sections 605.2701-605.2704; 552 (

x) Sections 605.2801-605.2802, except to vary the person 553 that has the right to sign and deliver to the department for 554 filing a record under this chapter; or 555 (

y) A provision of this

chapter pertaining to: 556 1. A registered office or registered agents; or 557 2. The department, including provisions relating to records 558 authorized or required to be delivered to the department for 559 filing under this chapter. 560

(2) An operating agreement may not unreasonably restrict 561 the duties and rights conferred under s. 605.2305 but may impose 562 reasonable restrictions on the availability and use of 563 information obtained under that

section and may provide 564 appropriate remedies, including liquidated damages, for a breach 565 of any reasonable restriction on use. 566

Section

Section 605.2108, Florida Statutes, is created 567 to read: 568 605.2108 Application of this

chapter to protected series.— 569

(1) Except as otherwise provided in subsection (2) and s. 570 605.2107, the following provisions apply in the application of 571 ss. 605.2106, 605.2304(3) and (6), 605.2501(4)(a), 605.2502(1), 572 and 605.2503(2): 573 (

a) A protected series of a series limited liability 574 company is deemed to be a limited liability company that is 575 formed separately from the series limited liability company and 576 is distinct from the series limited liability company and any 577 other protected series of the series limited liability company; 578 (

b) An associated member of the protected series of a 579 series limited liability company is deemed to be a member of the 580

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 21 of 62 CODING: Words stricken are deletions; words underlined are additions. series limited liability company deemed to exist under paragraph 581 (a); 582 (

c) A protected-series transferee of the protected series 583 is deemed to be a transferee of the series limited liability 584 company deemed to exist under paragraph (a); 585 (

d) A protected-series transferable interest of the 586 protected series is deemed to be a transferable interest of the 587 series limited liability company deemed to exist under paragraph 588 (a); 589 (

e) A protected-series manager is deemed to be a manager of 590 the series limited liability company deemed to exist under 591 paragraph (a); 592 (

f) An asset of the protected series is deemed to be an 593 asset of the series limited liability company deemed to exist 594 under paragraph (a), regardless of whether the asset is an 595 associated asset of the protected series; or 596 (

g) Any creditor or other obligee of the protected series 597 is deemed to be a creditor or obligee of the series limited 598 liability company deemed to exist under paragraph (a). 599 (2) Subsection (1) does not apply if its application would 600 do either of the following: 601 (

a) Contravene s. 605.0105; or 602 (

b) Authorize or require the department to: 603 1. Accept for filing a type of record which this

chapter 604 does not authorize or require a person to deliver to the 605 department for filing; or 606 2. Make or deliver a record that this

chapter does not 607 authorize or require the department to make or deliver. 608

(3) Except to the extent otherwise specified in ss. 609

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 22 of 62 CODING: Words stricken are deletions; words underlined are additions. 605.2101-605.2802, the provisions of this

chapter applicable to 610 limited liability companies in general and their managers, 611 members, and transferees, including, but not limited to, 612 provisions relating to formation, powers, operation, existence, 613 management, court proceedings, and filings with the department 614 and other state or local government agencies, are applicable to 615 each series limited liability company and to each protected 616 series established pursuant to s. 605.2201. 617

Section

Section 605.2201, Florida Statutes, is created 618 to read: 619 605.2201 Establishment of protected series; change of 620 designation.— 621

(1) With the affirmative vote or consent of all members of 622 a limited liability company, the company may establish a 623 protected series. 624

(2) To establish a protected series, a limited liability 625 company shall deliver to the department for filing a protected 626 series designation, signed by the company, stating the name of 627 the company and the name of the protected series to be 628 established, and any other information the department requires 629 for filing. 630

(3) A protected series is established when the protected 631 series designation takes effect under s. 605.0207. 632

(4) To amend a protected series designation, a series 633 limited liability company shall deliver to the department for 634 filing a statement of designation change, signed by the company, 635 that sets forth the following: 636 (

a) The name of the series limited liability company and 637 the name of the protected series to which the change to the 638

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 23 of 62 CODING: Words stricken are deletions; words underlined are additions. protected series designation applies; 639 (

b) Each change to the protected series designation; and 640 (

c) A statement that each designation change was approved 641 by the affirmative vote or consent of the members of the series 642 limited liability company required to make each change to the 643 protected series designation. 644

(5) Each designation change made pursuant to subsection (4) 645 takes effect when the statement of designation change takes 646 effect under s. 605.0207. 647

Section

Section 605.2202, Florida Statutes, is created 648 to read: 649 605.2202 Protected series name.— 650

(1) Except as otherwise provided in subsection (2), the 651 name of a protected series must comply with s. 605.0112. 652

(2) The name of a protected series of a series limited 653 liability company must: 654 (

a) Begin with the name of the series limited liability 655 company, including any word or abbreviation required by s. 656 605.0112; and 657 (

b) Contain the phrase “protected series” or the 658 abbreviation “P.S.” or “PS.” 659

(3) If a series limited liability company changes its name, 660 the company must deliver to the department for filing a 661 statement of designation change for each of the company’s 662 protected series, changing the name of each protected series to 663 comply with this section. 664

Section

Section 605.2203, Florida Statutes, is created 665 to read: 666 605.2203 Registered agent.— 667

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 24 of 62 CODING: Words stricken are deletions; words underlined are additions.

(1) The registered agent in this state for a series limited 668 liability company is the registered agent in this state for each 669 protected series of that company. 670

(2) Before delivering a protected series designation to the 671 department for filing, a series limited liability company must 672 agree with a registered agent specifying that the agent will 673 serve as the registered agent in this state for that company and 674 for each protected series of that company. 675

(3) A person that signs a protected series designation 676 delivered to the department for filing affirms as a fact that 677 the series limited liability company on whose behalf the 678 designation is delivered has complied with subsection (2). 679

(4) A person that ceases to be the registered agent for a 680 series limited liability company ceases to be the registered 681 agent for each protected series of that company. 682

(5) A person that ceases to be the registered agent for a 683 protected series of a series limited liability company, other 684 than as a result of the termination of the protected series, 685 ceases to be the registered agent of that company and any other 686 protected series of that company. 687

(6) Except as otherwise agreed upon by a series limited 688 liability company and its registered agent, the registered agent 689 is not obligated to distinguish between a process, notice, 690 demand, or other record concerning the company and a process, 691 notice, demand, or other record concerning a protected series of 692 the company. 693

Section

Section 605.2204, Florida Statutes, is created 694 to read: 695 605.2204 Series limited liability company; service of 696

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 25 of 62 CODING: Words stricken are deletions; words underlined are additions. process; giving notice or making demand.— 697

(1) Process against a series limited liability company, a 698 protected series of a series limited liability company, a 699 registered foreign series limited liability company, or a 700 registered foreign protected series of a registered foreign 701 series limited liability company, respectively, may be served in 702 the same manner as service is made on each such entity under s. 703 48.062 and

chapter 48 or

chapter 49. 704

(2) Any notice or demand on a series limited liability 705 company or a protected series of a series limited liability 706 company under this

chapter may be given or made to any member of 707 a member-managed series limited liability company or to any 708 manager of a manager-managed series limited liability company; 709 to the registered agent of a series limited liability company at 710 the registered office of the series limited liability company in 711 this state; or to any other address in this state which is the 712 principal office in this state of the series limited liability 713 company. 714

(3) Any notice or demand on a registered foreign series 715 limited liability company or a registered foreign protected 716 series of a registered foreign series limited liability company 717 under this

chapter may be given or made to any member of a 718 member-managed foreign series limited liability company or to 719 any manager of a manager-managed foreign series limited 720 liability company; to the registered agent of the registered 721 foreign series limited liability company at the registered 722 office of the registered foreign series limited liability 723 company in this state; or to the principal office address, or 724 any other address in this state which is, in fact, the principal 725

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 26 of 62 CODING: Words stricken are deletions; words underlined are additions. office in this state of the registered foreign series limited 726 liability company. 727

(4) This

section does not affect the right to serve process 728 on, give notice to, or make a demand on a series limited 729 liability company or any protected series of a series limited 730 liability company, or to or on any foreign series limited 731 liability company or any protected series of the foreign series 732 limited liability company, in any other manner provided by law. 733

Section

Section 605.2205, Florida Statutes, is created 734 to read: 735 605.2205 Certificate of status for domestic or foreign 736 protected series.— 737

(1) The department, upon request, payment of the requisite 738 fee, and compliance with any other filing requirements of the 739 department, shall issue a certificate of status for a protected 740 series of a series limited liability company if the records 741 filed in the department show that the department has accepted 742 and filed articles of organization for the series limited 743 liability company and a protected series designation for the 744 protected series. A certificate of status for a protected series 745 of a series limited liability company must state all of the 746 following: 747 (

a) The series limited liability company’s name. 748 (

b) The name of the protected series. 749 (

c) That the series limited liability company was organized 750 under the laws of this state and the date of organization. 751 (

d) That the protected series was designated under the laws 752 of this state and the date of designation. 753 (

e) Whether all fees and penalties due to the department 754

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 27 of 62 CODING: Words stricken are deletions; words underlined are additions. under this

chapter or other law by the series limited liability 755 company and the protected series have been paid. 756 (

f) Whether the series limited liability company’s most 757 recent annual report required by s. 605.0212 has been filed by 758 the department. 759 (

g) Whether the series limited liability company’s most 760 recent annual report includes the name of the protected series, 761 unless: 762 1. When the series limited liability company delivered the 763 annual report for filing, the protected series designation 764 pertaining to the protected series had not yet taken effect; or 765 2. After the series limited liability company delivered the 766 annual report for filing, the company delivered to the 767 department for filing a statement of designation change, which 768 changes the name of the protected series. 769 (

h) Whether the department has administratively dissolved 770 the series limited liability company or received a record 771 notifying the department that the company has been dissolved by 772 judicial action pursuant to s. 605.0705. 773 (

i) Whether the department has administratively dissolved 774 the protected series or received a record notifying the 775 department that the protected series has been dissolved by 776 judicial action pursuant to s. 605.2501(4) or (5). 777 (

j) Whether the department has filed articles of 778 dissolution for the series limited liability company. 779 (

k) Whether the department has filed a statement of 780 dissolution, termination, or relocation for the protected 781 series. 782

(2) The department, upon request, payment of the requisite 783

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 28 of 62 CODING: Words stricken are deletions; words underlined are additions. fee, and compliance with any other filing requirements of the 784 department, shall issue a certificate of status for a foreign 785 protected series of a foreign series limited liability company 786 if the records filed in the department show that the department 787 has filed a certificate of authority for the foreign series 788 limited liability company and a certificate of authority for the 789 foreign protected series.

A certificate of status for a 790 registered foreign protected series of a registered foreign 791 series limited liability company must state all of the 792 following: 793 (

a) The foreign series limited liability company’s name and 794 any current alternative name adopted under s. 605.0906(1) for 795 use in this state. 796 (

b) The name of the foreign protected series and any 797 current alternative name adopted under s. 605.0906(1) for use in 798 this state. 799 (

c) That the foreign series limited liability company is 800 authorized to transact business in this state. 801 (

d) That the foreign protected series is authorized to 802 transact business in this state. 803 (

e) Whether all fees and penalties due to the department 804 under this

chapter or other law by the foreign series limited 805 liability company and the foreign protected series have been 806 paid. 807 (

f) Whether the foreign series limited liability company’s 808 most recent annual report required by s. 605.0212 has been filed 809 by the department. 810 (

g) Whether the foreign series limited liability company’s 811 most recent annual report includes the name of the foreign 812

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 29 of 62 CODING: Words stricken are deletions; words underlined are additions. protected series, unless: 813 1. When the foreign series limited liability company 814 delivered the annual report for filing, the foreign protected 815 series designation pertaining to the foreign protected series 816 had not yet taken effect; or 817 2. After the foreign series limited liability company 818 delivered the annual report for filing, the foreign series 819 limited liability company delivered to the department for filing 820 a statement of designation change which changes the name of the 821 foreign protected series. 822 (

h) Whether the department has: 823 1. Revoked the foreign series limited liability company’s 824 certificate of authority or revoked the foreign protected series 825 certificate of authority; or 826 2. Filed a notice of withdrawal of the certificate of 827 authority for the foreign series limited liability company or 828 for the foreign protected series. 829

(3) Subject to any qualification stated by the department 830 in a certificate of status, a certificate of status issued by 831 the department may be relied upon as conclusive evidence of the 832 facts stated in the certificate of status as to the active 833 status of the domestic or foreign series limited liability 834 company and any protected series of the domestic or foreign 835 limited liability company authorized to transact business in 836 this state. 837

Section

Section 605.2206, Florida Statutes, is created 838 to read: 839 605.2206 Information required in annual report; failure to 840 comply.— 841

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(1) In the annual report required by s. 605.0212, a series 842 limited liability company shall include the name of each 843 protected series of the company: 844 (

a) For which the series limited liability company has 845 previously delivered to the department for filing a protected 846 series designation; and 847 (

b) Which has not dissolved and completed winding up. 848

(2) The failure of a series limited liability company to 849 comply with subsection (1) with regard to a protected series 850 prevents issuance of a certificate of status pertaining to the 851 protected series, but does not otherwise affect the protected 852 series. 853

(3) In the annual report required by s. 605.0212, a 854 registered foreign series limited liability company shall 855 include the name of each registered foreign protected series of 856 the registered foreign series limited liability company: 857 (

a) For which the registered foreign series limited 858 liability company has previously delivered to the department for 859 filing an application for a certificate of authority to transact 860 business in this state, which has been accepted by the 861 department; and 862 (

b) Which has not withdrawn its certificate of authority to 863 transact business in this state. 864

(4) The failure of a registered foreign series limited 865 liability company to comply with subsection (3) with regard to a 866 registered foreign protected series prevents issuance of a 867 certificate of status pertaining to the registered foreign 868 protected series. 869

Section

Section 605.2301, Florida Statutes, is created 870

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 31 of 62 CODING: Words stricken are deletions; words underlined are additions. to read: 871 605.2301 Associated asset.— 872

(1) Only an asset of a protected series may be an 873 associated asset of the protected series. Only an asset of a 874 series limited liability company may be an associated asset of 875 the company. 876 (2)(

a) An asset of a protected series of a series limited 877 liability company is an associated asset of the protected series 878 only if the protected series creates and maintains records that 879 state the name of the protected series and describe the asset 880 with sufficient specificity to permit a disinterested, 881 reasonable individual to: 882 1. Identify the asset and distinguish it from any other 883 asset of the protected series, any asset of the series limited 884 liability company, and any asset of any other protected series 885 of the company; 886 2.

Determine when and from which person the protected 887 series acquired the asset or how the asset otherwise became an 888 asset of the protected series; and 889 3. If the protected series acquired the asset from the 890 series limited liability company or another protected series of 891 the company, determine any consideration paid, the payor, and 892 the payee. 893 (

b) A deed or other instrument granting an interest in real 894 property to or from one or more protected series of a series 895 limited liability company, or any other instrument otherwise 896 affecting an interest in real property held by one or more 897 protected series of a series limited liability company, in each 898 case to the extent such deed or other instrument is in favor of 899

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 32 of 62 CODING: Words stricken are deletions; words underlined are additions. a person who gives value without knowledge of the lack of 900 authority of the person signing and delivering a deed or other 901 instrument and is recorded in the office for recording transfers 902 or other matters affecting real property, is conclusive of the 903 authority of the person signing and constitutes a record that 904 such interest in real property is an associated asset or 905 liability, as applicable, of the protected series. 906 (3)(

a) An asset of a series limited liability company is an 907 associated asset of the company only if the company creates and 908 maintains records that state the name of the company and 909 describe the asset with sufficient specificity to permit a 910 disinterested, reasonable individual to: 911 1. Identify the asset and distinguish it from any other 912 asset of the series limited liability company and any asset of 913 any protected series of the company; 914 2.

Determine when and from which person the series limited 915 liability company acquired the asset or how the asset otherwise 916 became an asset of the company; and 917 3. If the series limited liability company acquired the 918 asset from a protected series of the company, determine any 919 consideration paid, the payor, and the payee. 920 (

b) A deed or other instrument granting an interest in real 921 property to or from a series limited liability company, or any 922 other instrument otherwise affecting an interest in real 923 property held by a series limited liability company, in each 924 case to the extent such deed or other instrument is in favor of 925 a person who gives value without knowledge of the lack of 926 authority of the person signing and delivering a deed or other 927 instrument and is recorded in the office for recording transfers 928

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 33 of 62 CODING: Words stricken are deletions; words underlined are additions. or other matters affecting real property, is conclusive of the 929 authority of the person signing and constitutes a record that 930 such interest in real property is an associated asset or 931 liability, as applicable, of the series limited liability 932 company. 933

(4) The records and recordkeeping required by subsections 934 (2) and (3) may be organized by specific listing, category, 935 type, quantity, or computational or allocative formula or 936 procedure, including a percentage or share of any asset, or in 937 any other reasonable manner. 938

(5) To the extent authorized by this

chapter and the laws 939 of this state other than this chapter, a series limited 940 liability company or protected series of a series limited 941 liability company may hold an associated asset directly or 942 indirectly, through a representative, nominee, or similar 943 arrangement, except for the following: 944 (

a) A protected series may not hold an associated asset in 945 the name of the series limited liability company or another 946 protected series of the company; and 947 (

b) A series limited liability company may not hold an 948 associated asset in the name of a protected series of the 949 company. 950

Section

Section 605.2302, Florida Statutes, is created 951 to read: 952 605.2302 Associated member.— 953

(1) Only a member of a series limited liability company may 954 be an associated member of a protected series of the company. 955

(2) A member of a series limited liability company becomes 956 an associated member of a protected series of the company if the 957

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 34 of 62 CODING: Words stricken are deletions; words underlined are additions. operating agreement or a procedure established by the operating 958 agreement states all of the following: 959 (

a) That the member is an associated member of the 960 protected series. 961 (

b) The date on which the member became an associated 962 member of the protected series. 963 (

c) Any protected-series transferable interest the 964 associated member has in connection with becoming or being an 965 associated member of the protected series. 966

(3) If a person that is an associated member of a protected 967 series of a series limited liability company is dissociated from 968 the company, the person ceases to be an associated member of the 969 protected series. 970

Section

Section 605.2303, Florida Statutes, is created 971 to read: 972 605.2303 Protected-series transferable interest.— 973

(1) A protected-series transferable interest of a protected 974 series of a series limited liability company must be owned 975 initially by an associated member of the protected series or the 976 series limited liability company. 977

(2) If a protected series of a series limited liability 978 company has no associated members when established, the company 979 owns the protected-series transferable interests in the 980 protected series. 981

(3) In addition to acquiring a protected-series 982 transferable series interest under subsection (2), a series 983 limited liability company may acquire a protected-series 984 transferable interest through a transfer from another person or 985 as provided in the operating agreement. 986

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(4) Except for s. 605.2108(1)(c), any provision of this 987

chapter which applies to a protected-series transferee of a 988 protected series of a series limited liability company applies 989 to the company in its capacity as an owner of a protected-series 990 transferable interest of the protected series. Any provision of 991 the operating agreement of a series limited liability company 992 which applies to a protected-series transferee of a protected 993 series of the company applies to the company in its capacity as 994 an owner of a protected-series transferable interest of the 995 protected series. 996

Section

Section 605.2304, Florida Statutes, is created 997 to read: 998 605.2304 Management.— 999

(1) A protected series may have one or more protected-1000 series managers. 1001

(2) If a protected series has no associated members, the 1002 series limited liability company is the protected-series 1003 manager. 1004

(3) Section 605.2108 applies to the determination of any 1005 duties of a protected-series manager of a protected series to 1006 each of the following: 1007 (

a) The protected series. 1008 (

b) Any associated member of the protected series. 1009 (

c) Any protected-series transferee of the protected 1010 series. 1011

(4) Solely by reason of being or acting as a protected-1012 series manager of a protected series, a person owes no duty to 1013 any of the following: 1014 (

a) The series limited liability company. 1015

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 36 of 62 CODING: Words stricken are deletions; words underlined are additions. (

b) Another protected series of the series limited 1016 liability company. 1017 (

c) Another person in that person’s capacity as: 1018 1. A member of the series limited liability company which 1019 is not an associated member of the protected series; 1020 2. A protected-series transferee or protected-series 1021 manager of another protected series; or 1022 3. A transferee of the series limited liability company. 1023

(5) An associated member of a protected series of a series 1024 limited liability company has the same rights as any other 1025 member of the company to vote on or consent to an amendment to 1026 the company’s operating agreement or any other matter being 1027 decided by the members, regardless of whether the amendment or 1028 matter affects the interests of the protected series or the 1029 associated member. 1030

(6) The right of a member to maintain a derivative action 1031 to enforce a right of a limited liability company pursuant to s. 1032 605.0802 applies to each of the following: 1033 (

a) An associated member of a protected series, in 1034 accordance with s. 605.2108. 1035 (

b) A member of a series limited liability company, in 1036 accordance with s. 605.2108. 1037

(7) An associated member of a member-managed protected 1038 series is an agent for the protected series with power to bind 1039 the protected series to the same extent that a member of a 1040 member-managed limited liability company is an agent for the 1041 company with power to bind the company under s. 605.04074(1)(a). 1042 A protected-series manager of a manager-managed protected series 1043 is an agent for the protected series with power to bind the 1044

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 37 of 62 CODING: Words stricken are deletions; words underlined are additions. protected series to the same extent that a manager of a manager-1045 managed limited liability company is an agent for the company 1046 with power to bind the company under s. 605.04074(2)(b). 1047

Section

Section 605.2305, Florida Statutes, is created 1048 to read: 1049 605.2305 Right of a person that is not an associated member 1050 of a protected series to information of a protected series.— 1051

(1) A member of a series limited liability company which is 1052 not an associated member of a protected series of the company 1053 has a right to information concerning the protected series to 1054 the same extent, in the same manner, and under the same 1055 conditions that a member that is not a manager of a manager-1056 managed limited liability company has a right to information of 1057 the company under s. 605.0410(1) and (3)(b). 1058

(2) A person that was formerly an associated member of a 1059 protected series has a right to information concerning the 1060 protected series to the same extent, in the same manner, and 1061 under the same conditions that a person dissociated as a member 1062 of a manager-managed limited liability company has a right to 1063 information concerning the limited liability company under s. 1064 605.0410(4) or other applicable law. 1065

(3) If an associated member of a protected series dies, the 1066 legal representative of the deceased associated member has a 1067 right to information concerning the protected series to the same 1068 extent, in the same manner, and under the same conditions that 1069 the legal representative of a deceased member of a limited 1070 liability company has a right to information concerning the 1071 company under ss. 605.0410(9) and 605.0504. 1072

(4) A protected-series manager of a protected series has a 1073

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 38 of 62 CODING: Words stricken are deletions; words underlined are additions. right to information concerning the protected series to the same 1074 extent, in the same manner, and under the same conditions that a 1075 manager of a manager-managed limited liability company has a 1076 right to information concerning the company under s. 1077 605.0410(3)(a). 1078

(5) The court-ordered inspection provisions of s. 605.0411 1079 apply to the information rights regarding series limited 1080 liability companies and protected series of such companies. 1081

Section

Section 605.2401, Florida Statutes, is created 1082 to read: 1083 605.2401 Limitations on liability.— 1084

(1) A person is not liable, directly or indirectly, by way 1085 of contribution or otherwise, for a debt, an obligation, or 1086 another liability of either of the following: 1087 (

a) A protected series of a series limited liability 1088 company solely by reason of being or acting as: 1089 1. An associated member, protected-series manager, or 1090 protected-series transferee of the protected series; or 1091 2. A member, manager, or transferee of the company; or 1092 (

b) A series limited liability company solely by reason of 1093 being or acting as an associated member, protected-series 1094 manager, or protected-series transferee of a protected series of 1095 the company. 1096

(2) Subject to s. 605.2404, the following apply: 1097 (

a) A debt, an obligation, or another liability of a series 1098 limited liability company is solely the debt, obligation, or 1099 liability of the company. 1100 (

b) A debt, an obligation, or another liability of a 1101 protected series is solely the debt, obligation, or liability of 1102

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 39 of 62 CODING: Words stricken are deletions; words underlined are additions. the protected series. 1103 (

c) A series limited liability company is not liable, 1104 directly or indirectly, by way of contribution or otherwise, for 1105 a debt, an obligation, or another liability of a protected 1106 series of the company solely by reason of the protected series 1107 being a protected series of the company, or the series limited 1108 liability company: 1109 1. Being or acting as a protected-series manager of the 1110 protected series; 1111 2. Having the protected series manage the series limited 1112 liability company; or 1113 3. Owning a protected-series transferable interest of the 1114 protected series. 1115 (

d) A protected series of a series limited liability 1116 company is not liable, directly or indirectly, by way of 1117 contribution or otherwise, for a debt, an obligation, or another 1118 liability of the company or another protected series of the 1119 company solely by reason of: 1120 1. Being a protected series of the series limited liability 1121 company; 1122 2. Being or acting as a manager of the series limited 1123 liability company or a protected-series manager of another 1124 protected series of the company; or 1125 3. Having the series limited liability company or another 1126 protected series of the company be or act as a protected-series 1127 manager of the protected series. 1128

Section

Section 605.2402, Florida Statutes, is created 1129 to read: 1130 605.2402 Claim seeking to disregard limitation of 1131

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 40 of 62 CODING: Words stricken are deletions; words underlined are additions. liability.— 1132

(1) Except as otherwise provided in subsection (2), a claim 1133 seeking to disregard a limitation in s. 605.2401 is governed by 1134 the principles of law and equity, including a principle 1135 providing a right to a creditor or holding a person liable for a 1136 debt, an obligation, or another liability of another person, 1137 which would apply if each protected series of a series limited 1138 liability company were a limited liability company formed 1139 separately from the series limited liability company and 1140 distinct from the series limited liability company and any other 1141 protected series of the series limited liability company. 1142

(2) The failure of a limited liability company or a 1143 protected series to observe formalities relating to the exercise 1144 of its powers or management of its activities and affairs is not 1145 a ground to disregard a limitation in s. 605.2401(1) but may be 1146 a ground to disregard a limitation in s. 605.2401(2). 1147

(3) This

section applies to a claim seeking to disregard a 1148 limitation of liability applicable to a foreign series limited 1149 liability company or foreign protected series and comparable to 1150 a limitation stated in s. 605.2401, if either of the following 1151 applies: 1152 (

a) The claimant is a resident of this state, transacting 1153 business in this state, or authorized to transact business in 1154 this state; or 1155 (

b) The claim is to establish or enforce a liability 1156 arising under law of this state other than this

chapter or from 1157

an act or omission in this state. 1158

Section

Section 605.2403, Florida Statutes, is created 1159 to read: 1160

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 41 of 62 CODING: Words stricken are deletions; words underlined are additions. 605.2403 Remedies of judgment creditor of associated member 1161 or protected-series transferee.—The provisions of s. 605.0503 1162 providing or restricting remedies available to a judgment 1163 creditor of a member or transferee of a limited liability 1164 company apply to a judgment creditor of either or both of the 1165 following: 1166

(1) An associated member or a protected-series transferee 1167 of a protected series. 1168

(2) A series limited liability company, to the extent the 1169 company owns a protected-series transferable interest of a 1170 protected series. 1171

Section

Section 605.2404, Florida Statutes, is created 1172 to read: 1173 605.2404 Enforcement of claim against non-associated 1174 asset.— 1175

(1) For the purposes of this section, the term: 1176 (a) “Enforcement date” means 12:01 a.m. on the date on 1177 which a claimant first serves process on a series limited 1178 liability company or protected series in an action seeking to 1179 enforce a claim against an asset of the company or protected 1180 series by attachment, levy, or similar means under this section. 1181 (b) “Incurrence date,” subject to s. 605.2608(2), means the 1182 date on which a series limited liability company or protected 1183 series of the company incurred the liability giving rise to a 1184 claim that a claimant seeks to enforce under this section. 1185

(2) If a claim against a series limited liability company 1186 or a protected series of the company has been reduced to 1187 judgment, in addition to any other remedy provided by law or 1188 equity, the judgment may be enforced in accordance with the 1189

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a) A judgment against the series limited liability company 1191 may be enforced against an asset of a protected series of the 1192 company if the asset: 1193 1. Was a non-associated asset of the protected series on 1194 the incurrence date; or 1195 2. Is a non-associated asset of the protected series on the 1196 enforcement date. 1197 (

b) A judgment against a protected series may be enforced 1198 against an asset of the series limited liability company if the 1199 asset: 1200 1. Was a non-associated asset of the series limited 1201 liability company on the incurrence date; or 1202 2. Is a non-associated asset of the series limited 1203 liability company on the enforcement date. 1204 (

c) A judgment against a protected series may be enforced 1205 against an asset of another protected series of the series 1206 limited liability company if the asset: 1207 1. Was a non-associated asset of the other protected series 1208 on the incurrence date; or 1209 2. Is a non-associated asset of the other protected series 1210 on the enforcement date. 1211

(3) In addition to any other remedy provided by law or 1212 equity, if a claim against a series limited liability company or 1213 a protected series has not been reduced to a judgment, and law 1214 other than this

chapter permits a prejudgment remedy by 1215 attachment, levy, or similar means, the court may apply 1216 subsection (2) as a prejudgment remedy. 1217

(4) In a proceeding under this section, the party asserting 1218

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 43 of 62 CODING: Words stricken are deletions; words underlined are additions. that an asset is or was an associated asset of a series limited 1219 liability company or a protected series of the series limited 1220 liability company has the burden of proof on the issue. 1221

(5) This

section applies to an asset of a foreign series 1222 limited liability company or foreign protected series if all of 1223 the following apply: 1224 (

a) The asset is real or tangible property located in this 1225 state. 1226 (

b) The claimant is a resident of this state or transacting 1227 business or authorized to transact business in this state, or 1228 the claim under this

section is to enforce a judgment, or to 1229 seek a prejudgment remedy, pertaining to a liability arising 1230 from the law of this state other than this

chapter or

an act or 1231 omission in this state. 1232 (

c) The asset is not identified in the records of the 1233 foreign series limited liability company or foreign protected 1234 series in a manner comparable to the manner required by s. 1235 605.2301. 1236

Section

Section 605.2501, Florida Statutes, is created 1237 to read: 1238 605.2501 Events causing dissolution of protected series.—A 1239 protected series of a series limited liability company is 1240 dissolved, and its activities and affairs must be wound up, upon 1241 the occurrence of any of the following: 1242

(1) Dissolution of the series limited liability company. 1243

(2) Occurrence of an event or a circumstance that the 1244 operating agreement states causes dissolution of the protected 1245 series. 1246

(3) Affirmative vote or consent of all associated members 1247

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 44 of 62 CODING: Words stricken are deletions; words underlined are additions. of the protected series. 1248

(4) Entry by the court of an order dissolving the protected 1249 series on application by an associated member or a protected-1250 series manager of the protected series: 1251 (

a) In accordance with s. 605.2108; and 1252 (

b) To the same extent, in the same manner, and on the same 1253 grounds the court would enter an order dissolving a limited 1254 liability company on application by a member or manager of the 1255 limited liability company pursuant to s. 605.0702. 1256

(5) Entry by the court of an order dissolving the protected 1257 series on application by the series limited liability company or 1258 a member or manager of the series limited liability company: 1259 (

a) In accordance with s. 605.2108; and 1260 (

b) To the same extent, in the same manner, and on the same 1261 grounds the court would enter an order dissolving a limited 1262 liability company on application by a member or manager of the 1263 limited liability company pursuant to s. 605.0702. 1264

(6) Automatic or involuntary dissolution of the series 1265 limited liability company that established the protected series. 1266

(7) The filing of a statement of administrative dissolution 1267 of the limited liability company or a protected series of the 1268 company by the department pursuant to s. 605.0714. 1269

Section

Section 605.2502, Florida Statutes, is created 1270 to read: 1271 605.2502 Winding up dissolved protected series.— 1272

(1) Subject to subsections (2) and (3) and in accordance 1273 with s. 605.2108, the following apply: 1274 (

a) A dissolved protected series shall wind up its 1275 activities and affairs in the same manner that a dissolved 1276

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 45 of 62 CODING: Words stricken are deletions; words underlined are additions. limited liability company winds up its activities and affairs 1277 under s. 605.0709, subject to the same requirements and 1278 conditions, and with the same effects. 1279 (

b) Judicial supervision or another judicial remedy is 1280 available in the winding up of the protected series to the same 1281 extent, in the same manner, under the same conditions, and with 1282 the same effects that apply under s. 605.0709(5). 1283

(2) When a protected series of a series limited liability 1284 company dissolves, the company may deliver to the department for 1285 filing its articles of protected series dissolution stating the 1286 name of the series limited liability company and the protected 1287 series and that the protected series is dissolved. The filing of 1288 the articles of dissolution by the department has the same 1289 effect with regard to the protected series as the filing by a 1290 limited liability company of articles of dissolution with the 1291 department under s. 605.0707. 1292

(3) When a protected series of a series limited liability 1293 company has completed winding up in accordance with s. 605.0709, 1294 the company that established the protected series may deliver to 1295 the department for filing a statement of designation 1296 cancellation, stating all of the following: 1297 (

a) The name of the company and the protected series. 1298 (

b) That the protected series is terminated with the 1299 effective date of the termination if that date is not the date 1300 of filing of the statement of designation cancellation. 1301 (

c) Any other information required by the department. 1302

(4) The filing of the statement of designation cancellation 1303 by the department has the same effect as the filing by the 1304 department of a statement of termination under s. 605.0709(7). 1305

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(5) A series limited liability company has not completed 1306 its winding up until each of the protected series of the company 1307 has completed its winding up. 1308

Section

Section 605.2503, Florida Statutes, is created 1309 to read: 1310 605.2503 Effects of reinstatement of series limited 1311 liability company; revocation of voluntary dissolution.—If a 1312 series limited liability company that has been administratively 1313 dissolved is reinstated, or if a series limited liability 1314 company that voluntarily dissolved revokes its articles of 1315 dissolution before filing a statement of termination, both of 1316 the following apply: 1317

(1) Each protected series of the series limited liability 1318 company ceases winding up. 1319

(2) Section 605.0708 applies to the series limited 1320 liability company and to each protected series of the company, 1321 in accordance with s. 605.2108. 1322

Section

Section 605.2601, Florida Statutes, is created 1323 to read: 1324 605.2601 Entity transactions involving a series limited 1325 liability company or a protected series of the company 1326 restricted;

definitions.—As used in ss. 605.2601-605.2608, the 1327 term: 1328 (1) “After a merger” or “after the merger” means when a 1329 merger under s. 605.2604 becomes effective and any time 1330 thereafter. 1331 (2) “Before a merger” or “before the merger” means before a 1332 merger under s. 605.2604 becomes effective. 1333 (3) “Continuing protected series” means a protected series 1334

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 47 of 62 CODING: Words stricken are deletions; words underlined are additions. of a surviving series limited liability company which continues 1335 in uninterrupted existence after a merger under s. 605.2604. 1336 (4) “Merging company” means a limited liability company 1337 that is party to a merger under s. 605.2604. 1338 (5) “Non-surviving company” means a merging company that 1339 does not continue in existence after a merger under s. 605.2604. 1340 (6) “Relocated protected series” means a protected series 1341 of a non-surviving company which, after a merger under s. 1342 605.2604, continues in uninterrupted existence as a protected 1343 series of the surviving company. 1344 (7) “Surviving company” means a merging company that 1345 continues in existence after a merger under s. 605.2604. 1346

Section

Section 605.2602, Florida Statutes, is created 1347 to read: 1348 605.2602 Restrictions on entity transactions involving 1349 protected series.—Except as provided in ss. 605.2605(2), 1350 605.2606(2), and 605.2607(1), a protected series may not be a 1351 party to; be formed, organized, established, or created in; or 1352 result from either of the following: 1353

(1) A conversion, domestication, interest exchange, or 1354 merger under this

chapter or the law of a foreign jurisdiction, 1355 however the transaction is denominated under such law; or 1356

(2) A transaction with the same substantive effect as a 1357 conversion, domestication, interest exchange, or merger. 1358

Section

Section 605.2603, Florida Statutes, is created 1359 to read: 1360 605.2603 Restrictions on entity transactions involving 1361 series limited liability company.—A series limited liability 1362 company may not be: 1363

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(1) A party to, formed, organized, created in, or result 1364 from either of the following: 1365 (

a) A conversion, domestication, or interest exchange, 1366 under this

chapter or the law of a foreign jurisdiction, however 1367 the transaction is denominated under such law; or 1368 (

b) A transaction with the same substantive effect as a 1369 conversion, domestication, or interest exchange. 1370

(2) Except as otherwise provided in s. 605.2604, a party to 1371 or the surviving company of either of the following: 1372 (

a) A merger under this

chapter or the law of a foreign 1373 jurisdiction, however a merger is denominated under such law; or 1374 (

b) A transaction with the same substantive effect as a 1375 merger. 1376

Section

Section 605.2604, Florida Statutes, is created 1377 to read: 1378 605.2604 Restrictions on merger.—A series limited liability 1379 company may be a party to a merger in accordance with ss. 1380 605.1021-605.1026, this section, and ss. 605.2605-605.2608 only 1381 if both of the following apply: 1382

(1) Each other party to the merger is a limited liability 1383 company. 1384

(2) The surviving company is not created in the merger. 1385

Section

Section 605.2605, Florida Statutes, is created 1386 to read: 1387 605.2605 Plan of merger.—In a merger under s. 605.2604, the 1388 plan of merger must do all of the following: 1389

(1) Comply with s. 605.1022 relating to the contents of a 1390 plan of merger of a limited liability company. 1391

(2) State in a record: 1392

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 49 of 62 CODING: Words stricken are deletions; words underlined are additions. (

a) For any protected series of a non-surviving company, 1393 whether, after the merger, the protected series will be a 1394 relocated protected series or be dissolved, wound up, and 1395 terminated. 1396 (

b) For any protected series of the surviving company which 1397 exists before the merger, whether, after the merger, the 1398 protected series will be a continuing protected series or be 1399 dissolved, wound up, and terminated. 1400 (

c) For each relocated protected series or continuing 1401 protected series: 1402 1. The name of any person that becomes an associated member 1403 or a protected-series transferee of the protected series after 1404 the merger, any consideration to be paid by, on behalf of, or in 1405 respect of the person, the name of the payor, and the name of 1406 the payee; 1407 2. The name of any person whose rights or obligations in 1408 the person’s capacity as an associated member or a protected-1409 series transferee will change after the merger; 1410 3.

Any consideration 4to be paid to a person that before 1411 the merger was an associated member or a protected-series 1412 transferee of the protected series and the name of the payor; 1413 and 1414 4. If, after the merger, the protected series will be a 1415 relocated protected series, its new name. 1416 (

d) For any protected series to be established by the 1417 surviving company as a result of the merger: 1418 1. The name of the protected series and the address of its 1419 principal office; 1420 2. Any protected-series transferable interest to be owned 1421

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 50 of 62 CODING: Words stricken are deletions; words underlined are additions. by the surviving company when the protected series is 1422 established; and 1423 3. The name of and any protected-series transferable 1424 interest owned by any person that will be an associated member 1425 of the protected series when the protected series is 1426 established. 1427 (

e) For any person that is an associated member of a 1428 relocated protected series and will remain a member after the 1429 merger, any amendment to the operating agreement of the 1430 surviving limited liability company which: 1431 1. Is or is proposed to be in a record; and 1432 2. Is necessary or appropriate to state the rights and 1433 obligations of the person as a member of the surviving limited 1434 liability company. 1435

Section

Section 605.2606, Florida Statutes, is created 1436 to read: 1437 605.2606 Articles of merger.—In a merger under s. 605.2604, 1438 the articles of merger must do all of the following: 1439

(1) Comply with s. 605.1025 relating to the articles of 1440 merger. 1441

(2) Include as an attachment all of the following records, 1442 each to become effective when the merger becomes effective: 1443 (

a) For a protected series of a merging company being 1444 terminated as a result of the merger, a statement of designation 1445 cancellation and termination signed by the non-surviving merging 1446 company. 1447 (

b) For a protected series of a non-surviving company which 1448 after the merger will be a relocated protected series: 1449 1. A statement of relocation signed by the non-surviving 1450

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 51 of 62 CODING: Words stricken are deletions; words underlined are additions. company which contains the name of the series limited liability 1451 company and the name of the protected series before and after 1452 the merger; and 1453 2. A statement of protected series designation signed by 1454 the surviving company. 1455 (

c) For a protected series being established by the 1456 surviving company as a result of the merger, a protected series 1457 designation signed by the surviving company. 1458

Section

Section 605.2607, Florida Statutes, is created 1459 to read: 1460 605.2607 Effect of merger.—When a merger of a protected 1461 series under s. 605.2604 becomes effective, in addition to the 1462 effects stated in s. 605.1026, all of the following apply: 1463

(1) As provided in the plan of merger, each protected 1464 series of each merging series limited liability company which 1465 was established before the merger is either a relocated 1466 protected series or continuing protected series, or is 1467 dissolved, wound up, and terminated. 1468

(2) Any protected series to be established as a result of 1469 the merger is established. 1470

(3) Any relocated protected series or continuing protected 1471 series is the same person without interruption as it was before 1472 the merger. 1473

(4) All property of a relocated protected series or 1474 continuing protected series continues to be vested in the 1475 protected series without transfer, reversion, or impairment. 1476

(5) All debts, obligations, and other liabilities of a 1477 relocated protected series or continuing protected series 1478 continue as debts, obligations, and other liabilities of the 1479

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 52 of 62 CODING: Words stricken are deletions; words underlined are additions. relocated protected series or continuing protected series. 1480

(6) Except as otherwise provided by law or the plan of 1481 merger, all the rights, privileges, immunities, powers, and 1482 purposes of a relocated protected series or continuing protected 1483 series remain in the protected series. 1484

(7) The new name of a relocated protected series may be 1485 substituted for the former name of the relocated protected 1486 series in any pending action or proceeding. 1487

(8) To the extent provided in the plan of merger, the 1488 following apply: 1489 (

a) A person becomes an associated member or a protected-1490 series transferee of a relocated protected series or continuing 1491 protected series. 1492 (

b) A person becomes an associated member of a protected 1493 series established by the surviving company as a result of the 1494 merger. 1495 (

c) Any change in the rights or obligations of a person in 1496 the person’s capacity as an associated member or a protected-1497 series transferee of a relocated protected series or continuing 1498 protected series takes effect. 1499 (

d) Any consideration to be paid to a person that before 1500 the merger was an associated member or a protected-series 1501 transferee of a relocated protected series or continuing 1502 protected series is due. 1503

(9) Any person that is an associated member of a relocated 1504 protected series becomes a member of the surviving company, if 1505 not already a member. 1506

Section

Section 605.2608, Florida Statutes, is created 1507 to read: 1508

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 53 of 62 CODING: Words stricken are deletions; words underlined are additions. 605.2608 Application of s. 605.2404 after merger.— 1509

(1) A creditor’s right that existed under s. 605.2404 1510 immediately before a merger under that

section may be enforced 1511 after the merger in accordance with the following provisions: 1512 (

a) A creditor’s right that existed immediately before the 1513 merger against the surviving company, a continuing protected 1514 series, or a relocated protected series continues without change 1515 after the merger. 1516 (

b) A creditor’s right that existed immediately before the 1517 merger against a non-surviving company: 1518 1. May be asserted against an asset of the non-surviving 1519 company which vested in the surviving company as a result of the 1520 merger; and 1521 2. Does not otherwise change. 1522 (

c) Subject to subsection (2), the following provisions 1523 apply: 1524 1. In addition to the remedy stated in paragraph (b), a 1525 creditor with a right conferred under s. 605.2404 which existed 1526 immediately before the merger against a non-surviving company or 1527 a relocated protected series may assert the right against: 1528 a. An asset of the surviving company, other than an asset 1529 of the non-surviving company which vested in the surviving 1530 company as a result of the merger; 1531 b. An asset of a continuing protected series; 1532 c.

An asset of a protected series established by the 1533 surviving company as a result of the merger; 1534 d. If the creditor’s right was against an asset of the non-1535 surviving company, an asset of a relocated protected series; or 1536 e. If the creditor’s right was against an asset of a 1537

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 54 of 62 CODING: Words stricken are deletions; words underlined are additions. relocated protected series, an asset of another relocated 1538 protected series. 1539 2. In addition to the remedy stated in paragraph (b), a 1540 creditor with a right that existed immediately before the merger 1541 against the surviving company or a continuing protected series 1542 may assert the right against: 1543 a. An asset of a relocated protected series; or 1544 b. An asset of a non-surviving company which vested in the 1545 surviving company as a result of the merger. 1546

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

c) and s. 1547 605.2404(2)(a)1., (b)1., and (c)1., the incurrence date is 1548 deemed to be the date on which the merger becomes effective. 1549

(3) A merger under s. 605.2604 does not affect the manner 1550 in which s. 605.2404 applies to a liability incurred after the 1551 merger becomes effective. 1552

Section

Section 605.2701, Florida Statutes, is created 1553 to read: 1554 605.2701 Governing law; foreign series limited liability 1555 companies and foreign protected series.—The law of the 1556 jurisdiction of formation of a foreign series limited liability 1557 company governs all of the following: 1558

(1) The internal affairs of a foreign protected series of 1559 the foreign series limited liability company, including the 1560 following: 1561 (

a) Relations among any associated members of the foreign 1562 protected series. 1563 (

b) Relations between the foreign protected series and: 1564 1. Any associated member; 1565 2. Any protected-series manager; or 1566

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 55 of 62 CODING: Words stricken are deletions; words underlined are additions. 3. Any protected-series transferee. 1567 (

c) Relations between any associated member and: 1568 1. Any protected-series manager; or 1569 2. Any protected-series transferee. 1570 (

d) The rights and duties of a protected-series manager. 1571 (

e) Governance decisions affecting the activities and 1572 affairs of the foreign protected series and the conduct of those 1573 activities and affairs. 1574 (

f) Procedures and conditions for becoming an associated 1575 member or a protected-series transferee. 1576

(2) Relations between the foreign protected series and the 1577 following: 1578 (

a) The foreign series limited liability company. 1579 (

b) Another foreign protected series of the foreign series 1580 limited liability company. 1581 (

c) A member of the foreign series limited liability 1582 company which is not an associated member of the foreign 1583 protected series. 1584 (

d) A foreign protected-series manager that is not a 1585 protected-series manager of the foreign protected series. 1586 (

e) A foreign protected-series transferee that is not a 1587 foreign protected-series transferee of the foreign protected 1588 series. 1589 (

f) A transferee of a transferable interest of the foreign 1590 series limited liability company. 1591

(3) Except as otherwise provided in ss. 605.2402 and 1592 605.2404, the liability of a person for a debt, an obligation, 1593 or another liability of a foreign protected series of a foreign 1594 series limited liability company if the debt, obligation, or 1595

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 56 of 62 CODING: Words stricken are deletions; words underlined are additions. liability is asserted solely by reason of the person being or 1596 acting as any of the following: 1597 (

a) An associated member, a protected-series transferee, or 1598 a protected-series manager of the foreign protected series. 1599 (

b) A member of the foreign series limited liability 1600 company which is not an associated member of the foreign 1601 protected series. 1602 (

c) A protected-series manager of another foreign protected 1603 series of the foreign series limited liability company. 1604 (

d) A protected-series transferee of another foreign 1605 protected series of the foreign series limited liability 1606 company. 1607 (

e) A manager of the foreign series limited liability 1608 company. 1609 (

f) A transferee of a transferable interest of the foreign 1610 series limited liability company. 1611

(4) Except as otherwise provided in ss. 605.2402 and 1612 605.2404, the following apply: 1613 (

a) The liability of the foreign series limited liability 1614 company for a debt, an obligation, or another liability of a 1615 foreign protected series of the foreign series limited liability 1616 company if the debt, obligation, or liability is asserted solely 1617 by reason of the foreign protected series being a foreign 1618 protected series of the foreign series limited liability 1619 company, or the foreign protected series limited liability 1620 company: 1621 1. Being or acting as a foreign protected-series manager of 1622 the foreign protected series; 1623 2. Having the foreign protected series manage the foreign 1624

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 57 of 62 CODING: Words stricken are deletions; words underlined are additions. series limited liability company; or 1625 3. Owning a protected-series transferable interest of the 1626 foreign protected series. 1627 (

b) The liability of a foreign protected series for a debt, 1628 an obligation, or another liability of the foreign series 1629 limited liability company or another foreign protected series of 1630 the foreign series limited liability company, if the debt, 1631 obligation, or liability is asserted solely by reason of the 1632 foreign protected series: 1633 1.

Being a foreign protected series of the foreign series 1634 limited liability company or having the foreign series limited 1635 liability company or another foreign protected series of the 1636 foreign series limited liability company be or act as a foreign 1637 protected-series manager of the foreign protected series; or 1638 2. Managing the foreign series limited liability company or 1639 being or acting as a foreign protected-series manager of another 1640 foreign protected series of the foreign series limited liability 1641 company. 1642

Section

Section 605.2702, Florida Statutes, is created 1643 to read: 1644 605.2702 No attribution of activities constituting 1645 transacting business or for establishing jurisdiction.—In 1646 determining whether a foreign series limited liability company 1647 or foreign protected series of the foreign series limited 1648 liability company is transacting business in this state or is 1649 subject to the personal jurisdiction of the courts in this 1650 state, the following apply: 1651

(1) The activities and affairs of the foreign series 1652 limited liability company are not attributable to a foreign 1653

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 58 of 62 CODING: Words stricken are deletions; words underlined are additions. protected series of the foreign series limited liability company 1654 solely by reason of the foreign protected series being a foreign 1655 protected series of the foreign series limited liability 1656 company. 1657

(2) The activities and affairs of a foreign protected 1658 series are not attributable to the foreign series limited 1659 liability company or another foreign protected series of the 1660 foreign series limited liability company, solely by reason of 1661 the foreign protected series being a foreign protected series of 1662 the foreign series limited liability company. 1663

Section

Section 605.2703, Florida Statutes, is created 1664 to read: 1665 605.2703 Certificate of authority for foreign series 1666 limited liability company and foreign protected series; 1667 amendment of application.— 1668

(1) Except as otherwise provided in this

section and 1669 subject to ss. 605.2402 and 605.2404, the laws of this state 1670 governing application by a foreign limited liability company to 1671 obtain a certificate of authority to transact business in this 1672 state as required under s. 605.0902, including the effect of 1673 obtaining a certificate of authority under s. 605.0903, and the 1674 effect of failure to have a certificate of authority as 1675 described in s. 605.0904, apply to a foreign series limited 1676 liability company and to a foreign protected series of a foreign 1677 series limited liability company, as if the foreign protected 1678 series was a foreign limited liability company formed separately 1679 from the foreign series limited liability company, and distinct 1680 from the foreign series limited liability company and any other 1681 foreign protected series of the foreign series limited liability 1682

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 59 of 62 CODING: Words stricken are deletions; words underlined are additions. company. 1683

(2) An application by a foreign protected series of a 1684 foreign series limited liability company for a certificate of 1685 authority to transact business in this state must include all of 1686 the following: 1687 (

a) The name and jurisdiction of formation of the foreign 1688 series limited liability company and the foreign protected 1689 series seeking a certificate of authority, and all of the other 1690 information required under s. 605.0902, and any other 1691 information required by the department. 1692 (

b) If the company has other foreign protected series, the 1693 name, title, capacity, and street and mailing address of at 1694 least one person that has the authority to manage the foreign 1695 limited liability company and who knows the name and street and 1696 mailing address of: 1697 1. Each other foreign protected series of the foreign 1698 series limited liability company; and 1699 2. The foreign protected-series manager of, and the 1700 registered agent for service of process on, each other foreign 1701 protected series of the foreign series limited liability 1702 company. 1703

(3) The name of a foreign protected series applying for a 1704 certificate of authority to transact business in this state must 1705 comply with ss. 605.0112 and 605.2202, which may be accomplished 1706 by using an alternate name pursuant to ss. 605.0906 and 865.09, 1707 if the alternate name complies with ss. 605.0112, 605.0906, and 1708 605.2202. 1709

(4) The requirements in s. 605.0907 relating to required 1710 information and amending of a certificate of authority apply to 1711

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 60 of 62 CODING: Words stricken are deletions; words underlined are additions. the information required by subsection (2). 1712

(5) Sections 605.0903-605.0912 apply to a foreign limited 1713 liability company and to a protected series of a foreign series 1714 limited liability company applying for, amending, or withdrawing 1715 a certificate of authority to transact business in this state. 1716

Section

Section 605.2704, Florida Statutes, is created 1717 to read: 1718 605.2704 Disclosure required when a foreign series limited 1719 liability company or foreign protected series becomes a party to 1720 proceeding.— 1721

(1) Not later than 30 days after becoming a party to a 1722 proceeding before a civil, administrative, or other adjudicative 1723 tribunal of or located in this state, or a tribunal of the 1724 United States located in this state: 1725 (

a) A foreign series limited liability company shall 1726 disclose to each other party the name and street and mailing 1727 address of: 1728 1. Each foreign protected series of the foreign series 1729 limited liability company; and 1730 2. Each foreign protected-series manager of and a 1731 registered agent for service of process for each foreign 1732 protected series of the foreign series limited liability 1733 company. 1734 (

b) A foreign protected series of a foreign series limited 1735 liability company shall disclose to each other party the name 1736 and street and mailing address of: 1737 1. The foreign series limited liability company and each 1738 manager of the foreign series limited liability company and an 1739 agent for service of process for the foreign series limited 1740

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 61 of 62 CODING: Words stricken are deletions; words underlined are additions. liability company; and 1741 2. Any other foreign protected series of the foreign series 1742 limited liability company and each foreign protected-series 1743 manager of and an agent for service of process for the other 1744 foreign protected series. 1745

(2) If a foreign series limited liability company or 1746 foreign protected series challenges the personal jurisdiction of 1747 the tribunal, the requirement that the foreign series limited 1748 liability company or foreign protected series make disclosure 1749 under subsection (1) is tolled until the tribunal determines 1750 whether it has personal jurisdiction. 1751

(3) If a foreign series limited liability company or 1752 foreign protected series does not comply with subsection (1), a 1753 party to the proceeding may do one or both of the following: 1754 (

a) Request the tribunal to treat the noncompliance as a 1755 failure to comply with the tribunal’s discovery rules. 1756 (

b) Bring a separate proceeding in the court to enforce 1757 subsection (1). 1758

Section

Section 605.2801, Florida Statutes, is created 1759 to read: 1760 605.2801 Relation to Electronic Signatures in Global and 1761 National Commerce Act.—Section 605.1102 applies to ss. 605.2101-1762 605.2802. 1763

Section

Section 605.2802, Florida Statutes, is created 1764 to read: 1765 605.2802 Effective date.— 1766

(1) Beginning January 1, 2025, this

chapter governs all 1767 domestic and foreign protected series limited liability 1768 companies and all domestic protected series and all foreign 1769

Florida Senate - 2024 SB 1346 26-00011D-24 20241346__ Page 62 of 62 CODING: Words stricken are deletions; words underlined are additions. series that transact business in this state. 1770

(2) A domestic limited liability company formed before 1771 January 1, 2025, may not create or designate any protected 1772 series before the effective date of this act. 1773

Section 45. This act shall take effect January 1, 2025. 1774