Florida Senate - 2023 SB 1324



By Senator Berman





26-00782A-23 20231324__
1 A bill to be entitled
2 An act relating to limited liability companies;
3 creating s. 605.2101, F.S.; providing a short title;
4 creating s. 605.2102, F.S.; defining terms; creating
5 s. 605.2103, F.S.; providing that a protected series
6 of a series limited liability company is a person
7 distinct from certain other entities; creating s.
8 605.2104, F.S.; providing for powers and prohibitions
9 for protected series of series limited liability
10 companies; creating s. 605.2105, F.S.; providing
11 construction; creating s. 605.2106, F.S.; specifying
12 what the operating agreement of a series limited
13 liability company governs; providing applicability;
14 creating s. 605.2107, F.S.; providing prohibitions and
15 authorizations relating to operating agreements;
16 creating s. 605.2108, F.S.; providing applicability;
17 creating s. 605.2201, F.S.; authorizing series limited
18 liability companies to establish protected series;
19 providing requirements for establishing protected
20 series and amending protected series designations;
21 creating s. 605.2202, F.S.; providing requirements for
22 naming a protected series; creating s. 605.2203, F.S.;
23 providing specifications and requirements for the
24 registered agent for a protected series; providing
25 requirements relating to protected series
26 designations; specifying that a registered agent is
27 not required to distinguish between certain processes,
28 notices, demands, and records unless otherwise agreed
29 upon; creating s. 605.2204, F.S.; authorizing a
30 protected series to be served in a specified manner;
31 specifying that certain services are notice to each
32 protected series; providing certain notice is
33 effective regardless of whether the summons and
34 complaint identify a person if certain requirements
35 are met; providing authorizations relating to certain
36 services and notices; providing construction; creating
37 s. 605.2205, F.S.; requiring the Department of State
38 to issue a certificate of status or certificate of
39 registration under certain circumstances; providing
40 requirements for such certificates; providing that
41 such certificates may be relied upon as conclusive
42 evidence of the facts stated in the certificate;
43 creating s. 605.2206, F.S.; requiring series limited
44 liability companies to include specified information
45 in an annual report; specifying that failure to
46 include such information prevents a certificate of
47 status from being issued; creating s. 605.2301, F.S.;
48 specifying that only certain assets may be associated
49 assets; providing requirements for an asset to be
50 considered an associated asset; authorizing certain
51 records and recordkeeping to be organized in a
52 specified manner; authorizing series limited liability
53 companies or protected series of a company to hold an
54 associated asset in a specified manner; providing
55 exceptions; creating s. 605.2302, F.S.; providing
56 requirements for becoming an associated member of a
57 protected series; creating s. 605.2303, F.S.;
58 requiring that protected-series transferable interests
59 be initially owned by an associated member or a series
60 limited liability company; providing that a company
61 owns such interest under certain circumstances;
62 authorizing series limited liability companies to
63 acquire such interests through a transfer; providing
64 applicability; creating s. 605.2304, F.S.; authorizing
65 protected series to have more than one protected
66 series manager; specifying that if a protected series
67 does not have associated members, the series limited
68 liability company is the protected-series manager;
69 providing applicability; specifying that a person does
70 not owe a duty to specified entities for certain
71 reasons; providing rights of associated members;
72 providing applicability; specifying that an associated
73 member of a protected series is an agent for the
74 protected series and has a specified power; creating
75 s. 605.2305, F.S.; providing rights for certain
76 persons relating to protected series; providing
77 applicability; creating s. 605.2401, F.S.; providing
78 limitations on liability for certain persons; creating
79 s. 605.2402, F.S.; specifying that certain claims are
80 governed by certain provisions; specifying that the
81 failure of limited liability companies or protected
82 series to observe certain formalities is not a ground
83 to disregard a specified limitation; providing
84 applicability; creating s. 605.2403, F.S.; specifying
85 that certain provisions relating to the provision or
86 restriction of remedies apply to judgment creditors;
87 creating s. 605.2404, F.S.; defining the terms
88 “enforcement date” and “incurrence date”; authorizing
89 certain judgments to be enforced in accordance with
90 specified provisions; authorizing courts to provide a
91 specified prejudgment remedy; providing that a party
92 making a certain assertion has the burden of proof in
93 specified proceedings; providing applicability;
94 creating s. 605.2501, F.S.; providing specifications
95 for the dissolution of series limited liability
96 companies; creating s. 605.2502, F.S.; providing
97 requirements and authorizations relating to dissolved
98 protected series; specifying that a series limited
99 liability company has not completed winding up until
100 each of the protected series of the company has
101 completed winding up; creating s. 605.2503, F.S.;
102 providing for the effect of reinstatements of series
103 limited liability companies and revocations of
104 voluntary dissolutions; creating s. 605.2601, F.S.;
105 defining terms; creating s. 605.2602, F.S.; providing
106 prohibitions for protected series relating to
107 conversions, domestications, interest exchanges, and
108 mergers or similar transactions; creating s. 605.2603,
109 F.S.; prohibiting series limited liability companies
110 from involvement in certain transactions; creating s.
111 605.2604, F.S.; authorizing series limited liability
112 companies to be a party to a merger under certain
113 circumstances; creating s. 605.2605, F.S.; requiring
114 plans of merger to meet certain requirements; creating
115 s. 605.2606, F.S.; requiring articles of merger to
116 meet certain requirements; creating s. 605.2607, F.S.;
117 providing for effects of mergers of protected series;
118 creating s. 605.2608, F.S.; providing applicability of
119 certain provisions after a merger; creating s.
120 605.2701, F.S.; providing for the governance of the
121 law of the jurisdiction of formation of a foreign
122 series limited liability company; creating s.
123 605.2702, F.S.; providing requirements for making a
124 specified determination relating to certain companies
125 transacting business in this state or being subject to
126 the personal jurisdiction of courts in this state;
127 creating s. 605.2703, F.S.; providing applicability of
128 laws relating to registration of foreign series
129 limited liability companies; creating s. 605.2704,
130 F.S.; requiring foreign series limited liability
131 companies and foreign protected series of such foreign
132 series limited liability companies to make specified
133 disclosures; tolling such requirements under certain
134 circumstances; authorizing parties to make a specified
135 request or bring a separate proceeding if such company
136 or series fails to make the disclosures; creating s.
137 605.2801, F.S.; providing applicability of provisions
138 relating to electronic signatures; creating s.
139 605.2802, F.S.; providing construction and
140 applicability; amending s. 605.0103, F.S.; correcting
141 a cross-reference; providing effective dates.
142
143 Be It Enacted by the Legislature of the State of Florida:
144
145 Section 1. Section 605.2101, Florida Statutes, is created
146 to read:
147 605.2101 Short title.—Sections 605.2101-605.2802 may be
148 cited as the “Uniform Protected Series Provisions.”
149 Section 2. Section 605.2102, Florida Statutes, is created
150 to read:
151 605.2102 Definitions.—As used in ss. 605.2101-605.2802, the
152 term:
153 (1) “Asset” means property:
154 (a) In which a series limited liability company or a
155 protected series has rights; or
156 (b) As to which the series limited liability company or
157 protected series has the power to transfer rights.
158 (2) “Associated asset” means an asset that meets the
159 requirements of s. 605.2301.
160 (3) “Associated member” means a member that meets the
161 requirements of s. 605.2302.
162 (4) “Foreign protected series” means an arrangement,
163 configuration, or other structure established by a foreign
164 limited liability company which has attributes comparable to a
165 protected series established under this chapter, regardless of
166 whether the law under which the foreign company is organized
167 refers to “series” or “protected series.”
168 (5) “Foreign series limited liability company” means a
169 foreign limited liability company that has at least one foreign
170 series or protected series.
171 (6) “Non-associated asset” means:
172 (a) An asset of a series limited liability company which is
173 not an associated asset of the company; or
174 (b) An asset of a protected series of the series limited
175 liability company which is not an associated asset of the
176 protected series.
177 (7) “Person” has the same meaning as in s. 605.0102 and
178 includes a protected series and a foreign protected series.
179 (8) “Protected series,” except in the phrase “foreign
180 protected series,” means a protected series established under s.
181 605.2201.
182 (9) “Protected-series manager” means a person under whose
183 authority the powers of a protected series are exercised and
184 under whose direction the activities and affairs of the
185 protected series are managed under the operating agreement and
186 this chapter.
187 (10) “Protected-series transferable interest” means a right
188 to receive a distribution from a protected series.
189 (11) “Protected-series transferee” means a person to which
190 all or part of a protected-series transferable interest of a
191 protected series of a series limited liability company has been
192 transferred, other than the series limited liability company.
193 The term includes a person that owns a protected-series
194 transferable interest as a result of ceasing to be an associated
195 member of a protected series.
196 (12) “Series limited liability company,” except in the
197 phrase “foreign series limited liability company,” means a
198 limited liability company that has at least one protected
199 series.
200 Section 3. Section 605.2103, Florida Statutes, is created
201 to read:
202 605.2103 Nature of protected status.—A protected series of
203 a series limited liability company is a person distinct from all
204 of the following:
205 (1) The series limited liability company, subject to ss.
206 605.2104(1), 605.2501(1), and 605.2502(4).
207 (2) Another protected series of the series limited
208 liability company.
209 (3) A member of the series limited liability company,
210 regardless of whether the member is an associated member of the
211 protected series of the series limited liability company.
212 (4) A protected-series transferee of a protected series of
213 the series limited liability company.
214 (5) A transferee of a transferable interest of the series
215 limited liability company.
216 Section 4. Section 605.2104, Florida Statutes, is created
217 to read:
218 605.2104 Powers and duration of protected series.—
219 (1) A protected series of a series limited liability
220 company has the capacity to sue and be sued in its own name.
221 (2) Except as otherwise provided in subsections (3) and
222 (4), a protected series of a series limited liability company
223 has the same powers and purposes as the series limited liability
224 company.
225 (3) A protected series of a series limited liability
226 company ceases to exist not later than when the series limited
227 liability company completes its winding up.
228 (4) A protected series of a series limited liability
229 company may not:
230 (a) Be a member of the series limited liability company;
231 (b) Establish a protected series; or
232 (c) Except as authorized by law of this state other than
233 this chapter, have a purpose or power, or take an action, that
234 the law of this state other than this chapter prohibits a
235 limited liability company from having or taking.
236 Section 5. Section 605.2105, Florida Statutes, is created
237 to read:
238 605.2105 Protected series governing law.—The law of this
239 state governs all of the following:
240 (1) The internal affairs of a protected series of a series
241 limited liability company, including:
242 (a) Relations among any associated members of the protected
243 series;
244 (b) Relations among the protected series and:
245 1. Any associated member;
246 2. Any protected-series manager; or
247 3. Any protected-series transferee;
248 (c) Relations between any associated member and:
249 1. Any protected-series manager; or
250 2. Any protected-series transferee;
251 (d) The rights and duties of a protected-series manager;
252 (e) Governance decisions affecting the activities and
253 affairs of the protected series and the conduct of those
254 activities and affairs; and
255 (f) Procedures and conditions for becoming an associated
256 member or protected-series transferee.
257 (2) The relations between a protected series of a series
258 limited liability company and each of the following:
259 (a) The series limited liability company;
260 (b) Another protected series of the series limited
261 liability company;
262 (c) A member of the series limited liability company which
263 is not an associated member of the protected series of the
264 series limited liability company;
265 (d) A protected-series manager that is not a protected
266 series manager of the protected series; and
267 (e) A protected-series transferee that is not a protected
268 series transferee of the protected series.
269 (3) The liability of a person for a debt, obligation, or
270 other liability of a protected series of a series limited
271 liability company if the debt, obligation, or liability is
272 asserted solely by reason of the person being or acting as:
273 (a) An associated member, protected-series transferee, or
274 protected-series manager of the protected series;
275 (b) A member of the series limited liability company which
276 is not an associated member of the protected series;
277 (c) A protected-series manager that is not a protected
278 series manager of the protected series;
279 (d) A protected-series transferee that is not a protected
280 series transferee of the protected series;
281 (e) A manager of the series limited liability company; or
282 (f) A transferee of a transferable interest of the series
283 limited liability company.
284 (4) The liability of a series limited liability company for
285 a debt, obligation, or other liability of a protected series of
286 the series limited liability company if the debt, obligation, or
287 liability is asserted solely by reason of the series limited
288 liability company:
289 (a) Having delivered to the department for filing under s.
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