This bill amends various sections of Florida Statutes to establish a clear legal framework for limited liability companies (LLCs) and their protected series. It introduces new definitions, including "registered foreign protected series of a foreign series limited liability company" and "protected series," and specifies that certain LLCs may be classified as nonresidents under specific conditions. The bill outlines procedures for serving legal documents to these entities, revises requirements for certificates of status, and mandates the inclusion of specific information in annual reports for series LLCs and registered foreign series LLCs. Additionally, it creates a comprehensive framework for the establishment and operation of protected series, detailing their powers, naming requirements, and the responsibilities of registered agents.

Moreover, the bill clarifies the management structure and liability implications for series LLCs and their protected series, ensuring that debts and obligations are the responsibility of the specific series rather than the LLC as a whole. It prohibits certain transactions involving protected series and outlines the requirements for mergers and conversions. The bill also establishes that starting January 1, 2026, the new regulations will govern all domestic and foreign protected series LLCs operating in Florida, with a prohibition on the creation of new protected series by domestic LLCs formed before this date until the act's effective date. Overall, the legislation aims to enhance legal clarity and operational efficiency for LLCs and their protected series in Florida.

Statutes affected:
S 316 Filed: 605.0103, 605.0117