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FL S1324

Bill

Status

Failed

5/5/2023

Primary Sponsor

Lori Berman

Click for details

Origin

Senate

2023 Regular Session

AI Summary

  • Establishes the "Uniform Protected Series Provisions" (sections 605.2101-605.2802) allowing Florida limited liability companies to create protected series as separate legal entities with distinct liability protection and asset segregation.

  • Protected series are treated as distinct persons separate from the parent company and other protected series, with capacity to sue/be sued in their own names and their own debts/obligations separate from the company and other series.

  • Requires series LLC companies to file protected series designations with the Department of State, maintain proper naming conventions, and include protected series information in annual reports; series LLC companies cannot participate in conversions, domestications, or interest exchanges but may merge under specified conditions.

  • Provides liability limitations protecting associated members, managers, transferees, and the parent company from debts of protected series, while allowing creditors to enforce judgments against non-associated assets under specified conditions and permitting courts to disregard liability limitations under traditional piercing-the-veil principles.

  • Applies to foreign series LLCs and foreign protected series doing business in Florida, requiring disclosures of related entities in proceedings and permitting them to obtain certificates of authority; the act becomes effective July 1, 2023, with full application to all series LLCs on and after July 1, 2024.

Legislative Description

Limited Liability Companies

Last Action

Died in Commerce and Tourism

5/5/2023

Full Bill Text

No bill text available