The bill CS/HB 403 amends various sections of the Florida Statutes to enhance the legal framework governing series limited liability companies (LLCs) and introduces new provisions for "protected series" within these entities. It defines key terms such as "protected-series manager" and "registered foreign protected series," establishing that a protected series operates as a distinct legal entity separate from the series LLC and its members. The bill outlines the procedures for establishing a protected series, including the requirement for unanimous consent from all members and the filing of a protected series 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," ensuring clarity in identification.

Additionally, the bill addresses the rights and responsibilities of associated members and managers within protected series, including their access to information and limitations on liability. It specifies that associated members have voting rights and can maintain derivative actions, while also ensuring that non-associated members have access to relevant information. The legislation clarifies the management structure, dissolution processes, and the implications of mergers involving series LLCs and their protected series. Overall, CS/HB 403 aims to provide greater transparency, operational clarity, and legal protection for businesses utilizing series LLCs and their protected series in Florida, with an effective date set for July 1, 2026.

Statutes affected:
H 403 Filed: 605.0117
H 403 c1: 605.0117