The bill amends Florida Statutes to enhance the regulatory framework for limited liability companies (LLCs) and introduces new provisions for protected series within these entities. It defines key terms such as "protected series" and "protected-series manager," establishing that a protected series operates as a separate entity from the series LLC and its members. The bill outlines the process for creating a protected series, including member consent and the requirement to file a designation with the Department of State. 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 liability implications for individuals and entities involved with protected series, ensuring that debts and obligations are the responsibility of the respective entity.

Furthermore, the bill introduces new sections detailing the management structure, reporting requirements, and dissolution processes for protected series. It specifies that only members of a series LLC can be associated members of a protected series and outlines their rights, including voting on amendments. The legislation also addresses the limitations on liability, stating that individuals are not liable for the debts of a protected series. Additionally, it establishes regulations for foreign series LLCs and their protected series, clarifying that their activities are not attributable to one another. The bill is set to take effect on July 1, 2026, and prohibits domestic LLCs formed before this date from creating or designating any protected series until the effective date.

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