The bill amends Florida Statutes to enhance the legal framework surrounding series limited liability companies (LLCs) and their protected series. It introduces definitions for key terms such as "protected series," "protected-series manager," and "protected-series transferable interest," establishing that a protected series operates as a separate entity from the series LLC and other protected series. The bill outlines the process for creating a protected series, including member consent and the requirement to file a designation with the department. It also mandates that the name of a protected series must include the series LLC's name and the phrase "protected series." Additionally, the bill clarifies the management structure, rights, and responsibilities of members and managers within protected series, while ensuring that the internal affairs are governed by Florida law.

Furthermore, the bill specifies that a series LLC is not liable for the debts of its protected series, reinforcing the separation of liabilities. It introduces provisions for the dissolution and winding up of protected series, including judicial supervision during the process. The bill also addresses entity transactions involving protected series, establishing restrictions on their participation in certain transactions unless specific conditions are met. It requires foreign series LLCs and their protected series to comply with Florida regulations when conducting business in the state. The new regulations will take effect on July 1, 2026, and domestic LLCs formed before this date are prohibited from creating or designating any protected series until the effective date. Overall, the legislation aims to provide clarity and structure for the operation of series LLCs and their protected series in Florida.

Statutes affected:
S 316 Filed: 605.0103, 605.0117
S 316 c1: 605.0103, 605.0117
S 316 er: 605.0103, 605.0117