The bill amends various sections of Florida Statutes to establish a clear legal framework for limited liability companies (LLCs) and their protected series. It introduces definitions for terms such as "registered foreign protected series of a foreign series limited liability company" and "registered foreign series limited liability company," while also specifying that certain LLCs may be considered nonresidents under specific circumstances. The bill outlines procedures for serving legal documents on these entities and revises requirements for certificates of status, mandating that certain information be included in annual reports for series limited liability companies and registered foreign series limited liability companies.
Additionally, the bill creates new sections that detail the establishment and operation of protected series within series LLCs, defining key terms and clarifying that a protected series is a distinct legal entity. It outlines the powers and limitations of protected series, including their ability to sue and be sued, and specifies that they cannot be members of the series LLC or establish additional protected series. The legislation also addresses the management structure, rights of members, and liability implications, ensuring that individuals are not liable for the debts or obligations of a protected series. Overall, the bill aims to enhance the legal clarity and operational efficiency of LLCs and their protected series in Florida, with new regulations set to take effect on July 1, 2026.
Statutes affected: S 316 Filed: 605.0103, 605.0117
S 316 c1: 605.0103, 605.0117
S 316 er: 605.0103, 605.0117