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FL H1231
Bill
Status
3/8/2024
Primary Sponsor
Berny Jacques
Click for details
AI Summary
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Creates the "Uniform Protected Series Provisions" (ss. 605.2101-605.2802, F.S.), allowing domestic limited liability companies to establish "protected series" — distinct legal persons within a single LLC that can hold separate assets, have separate members ("associated members"), sue and be sued in their own name, and maintain liability shields between the series LLC, each protected series, and their respective members and creditors.
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Establishes detailed asset protection rules requiring that "associated assets" of each protected series and the series LLC be documented with sufficient specificity to distinguish them, and provides that debts of one protected series or the parent LLC are not automatically the liability of other protected series, though judgments may be enforced against "non-associated assets" under specified conditions.
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Requires protected series to be established by filing a protected series designation with the Department of State, with names beginning with the series LLC's name and containing "protected series" or "P.S.," and mandates that series LLCs include the names of all active protected series in their annual reports.
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Amends s. 48.062, F.S., to address service of process on series LLCs and their protected series, specifying that service on a series LLC constitutes notice to all its protected series and vice versa, and treats unregistered foreign series LLCs and their foreign protected series as nonresidents for service purposes.
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Takes effect January 1, 2025, and prohibits domestic LLCs formed before that date from creating any protected series before the effective date; also restricts series LLCs and protected series from participating in conversions, domestications, or interest exchanges, while permitting mergers only between LLCs under specified conditions.
Legislative Description
Limited Liability Companies
Last Action
Died in Judiciary Committee
3/8/2024