The bill CS/HB 403 amends various sections of the Florida Statutes to establish a comprehensive legal framework for limited liability companies (LLCs) and their protected series. It 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. The bill outlines the process for creating a protected series, including the requirement for an affirmative vote from all LLC members and the submission of a designation to the Department of State. It also mandates that the names of protected series must include the series LLC's name and the phrase "protected series," and it details the responsibilities of registered agents and the procedures for serving legal documents.

Additionally, the bill establishes reporting requirements for both domestic and registered foreign series LLCs, stipulating that they must include their protected series in annual reports, with penalties for non-compliance. It defines the rights and liabilities of associated members and managers, ensuring that they are not personally liable for the debts of the protected series. The bill also addresses the dissolution and winding up of protected series, aligning these processes with those of standard LLCs. Furthermore, it sets a future effective date of July 1, 2026, for the new regulations, prohibiting existing LLCs from creating protected series until that date. Overall, the legislation aims to enhance the legal structure governing LLCs and their protected series in Florida.

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