House Bill 403 amends Florida Statutes to establish a comprehensive framework for the creation and regulation of protected series within series limited liability companies (LLCs). The bill introduces new definitions, such as "protected-series manager" and "protected-series transferee," and clarifies that a protected series operates as a distinct legal entity separate from the series LLC and its members. It outlines the powers, responsibilities, and limitations of these protected series, including the requirement for their names to include the series LLC's name and the phrase "protected series." Additionally, the bill mandates that both domestic and foreign series LLCs must report their protected series in annual filings, with penalties for non-compliance affecting the issuance of certificates of status.

Furthermore, the bill addresses the rights and liabilities of associated members and managers, ensuring that individuals are not held liable for the debts of a protected series solely due to their association. It also details the processes for administrative dissolution, reinstatement, and mergers involving series LLCs, emphasizing the preservation of creditor rights. The legislation aims to enhance legal clarity and operational efficiency for series LLCs and their protected series in Florida, with an effective date set for January 1, 2026, for certain provisions.

Statutes affected:
H 403 Filed: 605.0117