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 "protected-series transferee," establishing that a protected series operates as a distinct legal entity separate from the series LLC and its members. The bill outlines the rights and responsibilities of associated members and managers, including their capacity to sue and be sued in their own name, and specifies that the operating agreement of the series LLC governs the internal affairs of the protected series. Additionally, it mandates that both domestic and registered foreign series LLCs include the names of their protected series in annual reports, with penalties for non-compliance.

Furthermore, the bill clarifies the management structure of protected series, allowing for the appointment of protected-series managers and detailing their rights and duties. It introduces provisions for the establishment and operation of protected series, including requirements for member approval and filing with the Department of State. The legislation also addresses limitations on liability for associated members and managers, ensuring they are not held liable for the debts of the protected series or the series LLC solely by virtue of their roles. The bill aims to provide clarity and structure to the operations of series LLCs and their protected series in Florida, including specific guidelines for mergers, dissolutions, and the treatment of foreign series LLCs.

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