Post-Meeting Packet — Committee on Commerce and Tourism, Florida Senate (February 18, 2025)
Summary
A post-meeting packet for the Florida Senate Committee on Commerce and Tourism meeting of Tuesday, February 18, 2025, with Senator Leek as Chair. The expanded agenda lists SB 320, Licensure Requirements for Surveyors and Mappers, and SB 316, Limited Liability Companies, each marked Favorable with Yeas 7 Nays 0, and a presentation by the Florida Small Business Development Center Network. The packet includes a bill analysis of SB 320 dated February 17, 2025, which says the bill requires the board to establish a licensing protocol beginning January 30, 2026 and takes effect July 1, 2025. It also includes an excusal letter from Senator DiCeglie and an excusal request for Senator McClain.
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Cite this document
“Post-Meeting Packet — Committee on Commerce and Tourism, Florida Senate (February 18, 2025).”
Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2025-02-18-post-meeting-packet-4157-a9a180c127/
, SHA-256 dd71916bddd7f156155b841d7c47240401be8f2cf734f2d6837a6a2475b99ca4.Full text
Commerce and Tourism - 02/18/2025 8:30 AM 2025 Regular Session
Customized 02/18/2025 10:30 AM
Agenda Order
Tab 1 SB 320 by Gaetz; Identical to H 00339 Licensure Requirements for Surveyors and Mappers
Tab 2 SB 316 by Berman; Identical to H 00403 Limited Liability Companies
Page 1 of 1
2025 Regular Session The Florida Senate
COMMITTEE MEETING EXPANDED AGENDA
COMMERCE AND TOURISM
Senator Leek, Chair
Senator Arrington, Vice Chair
MEETING DATE: Tuesday, February 18, 2025
TIME: 8:30—10:30 a.m.
PLACE: Toni Jennings Committee Room, 110 Senate Building
MEMBERS: Senator Leek, Chair; Senator Arrington, Vice Chair; Senators Davis, DiCeglie, Gruters, McClain,
Smith, Wright, and Yarborough
BILL DESCRIPTION and
TAB BILL NO. and INTRODUCER SENATE COMMITTEE ACTIONS COMMITTEE ACTION
1 SB 320 Licensure Requirements for Surveyors and Mappers; Favorable
Gaetz Requiring the Board of Professional Surveyors and Yeas 7 Nays 0
(Identical H 339) Mappers to establish and administer the 1st Step
Florida Surveyors and Mappers Credentialing and
Licensing Protocol as an alternative pathway to
temporary licensure; providing requirements for
eligibility to take the surveyor and mapper licensure
examination under the protocol; providing for the
expiration of licenses granted pursuant to the
protocol, etc.
CM 02/18/2025 Favorable
AEG
RC
2 SB 316 Limited Liability Companies; Defining the terms Favorable
Berman “registered foreign protected series of a foreign series Yeas 7 Nays 0
(Identical H 403) limited liability company” and “registered foreign
series limited liability company”; specifying that
certain limited liability companies are considered a
nonresident under certain circumstances; creating the
“Uniform Protected Series Provisions”; providing for
powers and prohibitions for protected series of series
limited liability companies; authorizing domestic
limited liability companies to establish protected
series, etc.
CM 02/18/2025 Favorable
JU
RC
3 Presentation by Florida Small Business Development Center Network Presented
Other Related Meeting Documents
S-036 (10/2008)
02182025.1011 Page 1 of 1
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 320
INTRODUCER: Senator Gaetz
SUBJECT: Licensure Requirements for Surveyors and Mappers
DATE: February 17, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Renner McKay CM Favorable
2. AEG
3. RC
I. Summary:
SB 320 requires the Board of Professional Surveyors and Mappers (board) within the
Department of Agriculture and Consumers Services (DACS) to establish and administer the First
Step Florida Surveyors and Mappers Credentialing and Licensing Protocol as an alternative
pathway to temporary licensure beginning January 30, 2026.
Under the protocol, a person who does not meet current existing education requirements to
become a surveyor or mapper may take the licensure examination to practice as a surveyor or
mapper, so long as the applicant has paid the required fees, and provides a letter of
recommendation from a current or prospective employer that is a licensed land surveyor or
mapper.
The temporary licensure expires on December 15, 2031, after which all persons who apply for
the licensure must meet the education requirements and be licensed as a condition for continuing
to practice as a surveyor and mapper.
The bill may have a positive fiscal impact on state revenues to the extent that individuals take the
licensure examination and pay the required fees. The bill is not expected to have an impact on
local government revenues or expenditures.
The bill takes effect July 1, 2025.
BILL: SB 320 Page 2
II. Present Situation:
Land Surveying and Mapping
Chapter 472, F.S., governs the practice of land surveying and mapping in Florida. The Secretary
of the DACS1 appoints the nine board members, subject to confirmation by the Florida Senate.2
The DACS approves registrations, certificates, and licenses to those persons and businesses that
meet all statutory and administrative requirements for licensure.3 The board is authorized to
adopt administrative rules to implement the act, subject to the prior approval of the DACS.4
Licensed professional surveyors and mappers determine and display the facts of size, shape,
topography, tidal datum planes, legal or geodetic location or relation, and orientation of
improved or unimproved real property through direct measurement or from certifiable
measurement through accepted photogrammetric procedures.5 Currently, there are 2,517 licensed
surveyors and mappers in Florida.6
Licensing Examinations and Licensure
The board must approve all applicants for licensure to be eligible to take the licensure
examination.7 An applicant must be of good moral character8 and satisfy the following
educational and experience requirements to be eligible to take the licensure examination:
• A bachelor’s degree in surveying and mapping or in a similarly titled program, with four or
more years of work experience under a professional surveyor, with the applicant having been
in responsible charge of the accuracy and correctness of the surveying work performed; or
• A bachelor’s degree in a course of study other than surveying and mapping, with six or more
years of work experience under a professional surveyor, and for five of those years, the
applicant must have been in responsible charge of the accuracy and correctness of the
surveying work performed.9
Applicants whose course of study was other than surveying and mapping must meet an
additional educational requirement of a minimum of 25 semester hours from a college or
university approved by the board in surveying and mapping subjects, or in any combination of
courses in civil engineering, surveying, mapping, mathematics, photogrammetry, forestry, or
land law and the physical sciences.10
1
The regulation of professional surveyors and mappers was transferred in 2009 from the Department of Business and
Professional Regulation to DACS. See Ch. 2009-66, ss. 1-30, Laws of Fla. (effective October 1, 2009).
2
Section 472.007, F.S.
3
Sections 472.006(10) and 472.015, F.S.
4
Section 472.008, and Fla. Admin. Code R. 5J-17.001 to 17.210
5
Section 472.005(3), F.S.
6
Phone call with DACS (Feb. 7, 2025).
7
Section 472.013, F.S.
8
The term “good moral character means “a personal history of honesty, fairness, and respect for the rights of others and for
the laws of this state and nation.” See s. 472.013(5)(a), F.S.
9
Section 472.013(2), F.S.
10
Section 472.013(2)(b), F.S.
BILL: SB 320 Page 3
The board, by rule, is authorized to establish examination fees.11 The initial application and
examination fee must not exceed $125 plus the actual per-applicant cost to the DACS to
purchase the examination from the National Council of Engineering Examiners or a similar
national organization.12 The examination fee must be sufficient to cover the cost of obtaining and
administering the examination and is refundable if the applicant is found ineligible to sit for the
examination; the application fee is nonrefundable.13
Upon receipt of the $125 license fee, the DACS must issue a license, with certain exceptions,14
to a person certified by the board as having met applicable requirements. However, an applicant
who is not otherwise qualified for licensure is not entitled to licensure solely based on a passing
score on the required examination.15
Trends
According to the U.S. Bureau of Statistics (Bureau), in 2024, there were 48,000 working
surveyors in the U.S., 16,000 were under the age of 35, and 10,000 were over the age of 55.16
About 45% of surveyors and mappers in Florida are 60 or younger, while 55% are 61 or older.17
The Bureau estimates about 7,600 openings for surveyors and mappers are projected each year
over the next decade and that many of the openings are expected to result from the need to
replace workers who may transfer to different occupations or who retire.18
The most common degree for surveyors and mappers is a bachelor’s degree, with 43% of
surveyors earning that degree. The second most common degree is an associate degree at 24%.19
III. Effect of Proposed Changes:
Section 1 amends s. 472.013, F.S., to require the board to establish and administer the First Step
Florida Surveyors and Mappers Credentialing and Licensing Protocol as an alternative pathway
to temporary licensure. Beginning January 30, 2026, a person who wants to be a licensed
surveyor and mapper but does not meet the necessary education and work requirements may take
the licensure examination to practice as a surveyor and mapper in Florida if the person is of good
moral character and the following criteria are met:
• The applicant has paid the $125 examination fee; and
11
See s. 472.011, F.S. and Fla. Admin. Code R. 5J-17.070.
12
Id.
13
Id.
14
See s. 472.015(6), F.S.
15
Section 472.015(3)(a), F.S.
16
U.S. Bureau of Labor Statistics, Labor Force Statistics from the Current Population Survey, 2024, available at
https://www.bls.gov/cps/cpsaat11b.htm (last visited Feb. 17, 2025).
17
Florida Department of Agriculture and Consumer Services, Board of Professional Surveyors and Mappers Newsletter, Fall
2024, p. 9, available at https://ccmedia.fdacs.gov/content/download/117575/file/BPSM-Fall-2024-Newsletter.pdf (last visited
Feb. 17, 2025).
18
U.S. Bureau of Labor Statistics, Occupational Outlook Handbook for Surveying and Mapping Technicians, available at
https://www.bls.gov/ooh/architecture-and-engineering/surveying-and-mapping-technicians.htm#tab-6 (last visited Feb. 17,
2025).
19
Zippia, Land Surveyor Education Requirements, Jan. 8, 2025, available at https://www.zippia.com/land-surveyor-
jobs/education/ (last visited Feb. 17, 2025).
BILL: SB 320 Page 4
• The applicant provides a letter of recommendation to the department from his or her
employer or a prospective employer who is a licensed land surveyor or mapper.
The temporary licensure expires on December 15, 2031, and the department must notify all who
apply for such licensure of the expiration date. The applicants must meet the education and work
requirements and be licensed as a condition of continuing to practice as a surveyor and mapper
after the expiration date.
This provision is exempt from the prohibition on licensure based solely on a passing exam score
provided in s. 472.015(3)(a), F.S.
Section 2 reenacts s. 472.015(4), F.S., to incorporate the amendments made to s. 472.013, F.S.,
in section 1 of the bill.
Section 3 provides an effective date of July 1, 2025.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
The bill creates an alternative pathway to temporary licensure as a substitute for the
degree requirements which may allow more people to practice as a surveyor and mapper.
BILL: SB 320 Page 5
C. Government Sector Impact:
The bill may have a positive fiscal impact on state revenues to the extent that individuals
take the licensure examination and pay the required fees.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends section 472.013 of the Florida Statutes.
This bill reenacts section 472.015 of the Florida Statutes to incorporate the amendment made to
s. 472.013, F.S.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2025 SB 320 Florida Senate - 2025 SB 320
By Senator Gaetz
1-00570-25 2025320__ 1-00570-25 2025320__
1 A bill to be entitled 30 one of the following requirements or the requirements under
2 An act relating to licensure requirements for 31 subsection (3):
3 surveyors and mappers; amending s. 472.013, F.S.; 32 (a) The applicant has received a bachelor’s degree, its
4 conforming a provision to changes made by the act; 33 equivalent, or higher in surveying and mapping or a similarly
5 requiring the Board of Professional Surveyors and 34 titled program, including, but not limited to, geomatics,
6 Mappers to establish and administer the 1st Step 35 geomatics engineering, and land surveying, from a college or
7 Florida Surveyors and Mappers Credentialing and 36 university recognized by the board and has a specific experience
8 Licensing Protocol as an alternative pathway to 37 record of 4 or more years as a subordinate to a professional
9 temporary licensure; providing requirements for 38 surveyor and mapper in the active practice of surveying and
10 eligibility to take the surveyor and mapper licensure 39 mapping, which experience is of a nature indicating that the
11 examination under the protocol; providing for the 40 applicant was in responsible charge of the accuracy and
12 expiration of licenses granted pursuant to the 41 correctness of the surveying and mapping work performed. Work
13 protocol; requiring the department to provide certain 42 experience acquired as a part of the education requirement may
14 notice to applicants; reenacting s. 472.015(4), F.S., 43 not be construed as experience in responsible charge.
15 relating to licensure, to incorporate the amendment 44 (b) The applicant has received a bachelor’s degree, its
16 made to s. 472.013, F.S., in a reference thereto; 45 equivalent, or higher in a course of study, other than in
17 providing an effective date. 46 surveying and mapping, at an accredited college or university
18 47 and has a specific experience record of 6 or more years as a
19 Be It Enacted by the Legislature of the State of Florida: 48 subordinate to a registered surveyor and mapper in the active
20 49 practice of surveying and mapping, 5 years of which shall be of
21 Section 1. Section 472.013, Florida Statutes, is amended to 50 a nature indicating that the applicant was in responsible charge
22 read: 51 of the accuracy and correctness of the surveying and mapping
23 472.013 Examinations;, prerequisites; alternative pathway 52 work performed. The applicant must have completed a minimum of
24 to licensure.— 53 25 semester hours from a college or university approved by the
25 (1) A person desiring to be licensed as a surveyor and 54 board in surveying and mapping subjects or in any combination of
26 mapper shall apply to the department for licensure. 55 courses in civil engineering, surveying, mapping, mathematics,
27 (2) An applicant shall be entitled to take the licensure 56 photogrammetry, forestry, or land law and the physical sciences.
28 examination to practice in this state as a surveyor and mapper 57 Any of the required 25 semester hours of study completed not as
29 if the applicant is of good moral character and has satisfied 58 a part of the bachelor’s degree, its equivalent, or higher may
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Florida Senate - 2025 SB 320 Florida Senate - 2025 SB 320
1-00570-25 2025320__ 1-00570-25 2025320__
59 be approved at the discretion of the board. Work experience 88 after that date.
60 acquired as a part of the education requirement may not be 89 (c) This subsection is exempt from the prohibition on
61 construed as experience in responsible charge. 90 licensure based solely on a passing score on the examination in
62 (3) The Legislature recognizes that it is imperative that 91 s. 472.015(3)(a).
63 this state meet the increasing demand for surveyors and mappers. 92 (4) A person shall be entitled to take an examination for
64 Therefore, as a substitute for the degree requirements to take 93 the purpose of determining whether he or she is qualified as a
65 the exams for licensure as outlined in subsection (2), the board 94 surveyor and mapper intern if:
66 shall establish and administer a certification and licensing 95 (a) The person is in good standing in, or is a graduate of,
67 program known as the 1st Step Florida Surveyors and Mappers 96 a bachelor degree program, its equivalent or higher, at an
68 Credentialing and Licensing Protocol to provide a temporary 97 accredited college or university and has obtained a minimum of
69 alternative pathway to licensure. 98 25 semester hours in surveying, mapping, mathematics,
70 (a) Beginning January 30, 2026, pursuant to the protocol, a 99 photogrammetry, forestry, civil engineering, or land law and the
71 person desiring to be licensed as a surveyor and mapper who does 100 physical sciences, or any combination thereof; or
72 not meet the requirements imposed under subsection (2) may take 101 (b) The person has obtained, from an accredited college or
73 the licensure examination to practice in this state as a 102 university, a minimum of 15 semester hours in surveying,
74 surveyor and mapper if he or she is of good moral character and 103 mapping, mathematics, photogrammetry, forestry, civil
75 both of the following requirements are met: 104 engineering, or land law and the physical sciences, or any
76 1. The applicant has paid the fees required under s. 105 combination thereof, and has a specific surveying and mapping
77 472.011. 106 experience record of 2 or more years as a subordinate to a
78 2. The applicant provides a letter of recommendation to the 107 registered surveyor and mapper.
79 department from his or her employer or a prospective employer, 108
80 provided that such employer or prospective employer is a 109 This subsection may not be construed as a substitute for the
81 licensed land surveyor or mapper. 110 degree requirement to take the exams for licensure as outlined
82 (b) Licensure granted pursuant to the protocol expires on 111 in subsection (2).
83 December 15, 2031. The department shall notify all persons who 112 (5)(4) The board shall adopt rules providing for the review
84 apply for licensure under this subsection of this expiration 113 and approval of schools and colleges and the courses of study in
85 date and that they must meet the requirements imposed under 114 surveying and mapping in such schools and colleges. The rules
86 subsection (2) and be licensed under that subsection as a 115 shall be based on the educational requirements for surveying and
87 condition of continuing to practice as a surveyor and mapper 116 mapping as defined in s. 472.005. The board may adopt rules
Page 3 of 5 Page 4 of 5
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Florida Senate - 2025 SB 320
1-00570-25 2025320__
117 providing for the acceptance of the approval and accreditation
118 of schools and courses of study by a nationally accepted
119 accreditation organization.
120 (6)(a)(5)(a) Good moral character means a personal history
121 of honesty, fairness, and respect for the rights of others and
122 for the laws of this state and nation.
123 (b) The board may refuse to certify an applicant for
124 failure to satisfy this requirement only if:
125 1. There is a substantial connection between the lack of
126 good moral character of the applicant and the professional
127 responsibilities of a registered surveyor and mapper; and
128 2. The finding by the board of lack of good moral character
129 is supported by clear and convincing evidence.
130 (c) When an applicant is found to be unqualified for a
131 license because of a lack of good moral character, the board
132 shall furnish the applicant a statement containing the findings
133 of the board, a complete record of the evidence upon which the
134 determination was based, and a notice of the rights of the
135 applicant to a rehearing and appeal.
136 Section 2. For the purpose of incorporating the amendment
137 made by this act to section 472.013, Florida Statutes, in a
138 reference thereto, subsection (4) of section 472.015, Florida
139 Statutes, is reenacted to read:
140 472.015 Licensure.—
141 (4) The board shall certify for licensure any applicant who
142 satisfies the requirements of s. 472.013 and who has passed the
143 licensing examination. The board may refuse to certify any
144 applicant who has violated any of the provisions of s. 472.031.
145 Section 3. This act shall take effect July 1, 2025.
Page 5 of 5
CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: February 4,2025
I respectfully request that Senate Bill #320, relating to Licensure Requirements for Surveyors
and Mappers, be placed on the:
A committee agenda at your earliest possible convenience.
n next committee agenda.
Senator Don Gaetz
Florida Senate, District I
File signed originalwith committee office s-020 (0312004)
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 316
INTRODUCER: Senator Berman
SUBJECT: Limited Liability Companies
DATE: February 17, 2025 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Dike McKay CM Favorable
2. JU
3. RC
I. Summary:
SB 316 amends the Florida Revised Limited Liability Company Act in ch. 605, F.S., to provide
for the creation of a protected series limited liability company (LLC) under Florida law. The bill
specifies definitions, operations and governance, powers and duties, liability limitations, and
requirements related to service and notice, reporting, management, merger, and dissolution.
The bill takes effect January 1, 2026.
II. Present Situation:
Limited Liability Companies
A limited liability company (LLC) is a type of business organization in Florida that is formed
under ch. 605, F.S., Florida’s Revised Limited Liability Company Act (LLC Act). Under the
LLC Act, an LLC can be organized for any lawful purpose.1 When a business is formed as an
LLC, members2 and managers3 of the LLC have a “vertical liability shield,” which limits their
personal liability for company obligations.4
1
LLCs are either member-managed, in which the management and conduct of the company are vested in the members, or
manager-managed, in which the LLC designates manager(s) in its articles of organization or operating agreement. Section
605.0407, F.S.; Kenneth J. Crotty, Florida Small Business Practice, Limited Liability Companies (12 ed. 2024).
2
“Member” means a person who: (a) is a member of an LLC under s. 605.0401, F.S., or was a member in a company when
the company became subject to the Act; and (b) has not dissociated from the LLC under s. 605.0602, F.S. Section
605.0102(40), F.S.
3
“Manager” means a person who, under the operating agreement of a manager-managed LLC, is responsible, alone or in
concert with others, for performing the management functions stated in ss. 605.0407(3) and 605.04073(2), F.S. Section
605.0102(38), F.S.
4
Sections 605.0304, 605.04093, F.S.
BILL: SB 316 Page 2
Forming Florida LLCs
In Florida, an LLC is created by naming the business, designating a registered agent, and filing
articles of organization with the Department of State (DOS).5 The name must be distinguishable
from other from the names of all other business entities that have registered with the DOS and
must include the words “limited liability company,” “L.L.C.,” or “LLC.”6
Each LLC in the state must also maintain a registered agent. A registered agent must identify
their business address as the same as that of the registered office of the LLC.7 The registered
agent can be (1) an individual who lives in the state, (2) another domestic entity that is an
authorized entity, or (3) a foreign entity authorized to transact business in the state that is an
authorized entity.8
Once a name and registered agent have been chosen, an authorized representative must sign and
deliver articles of organization to the DOS for filing.9 The articles of organization must contain
the (1) name of the LLC, (2) the street and mailing address of the company’s principal office,
and (3) the name, Florida street address, and written acceptance of the LLC’s registered agent. 10
An LLC is officially formed when the LLC’s articles of organization become effective and when
at least one person becomes a member at the time the articles of organization become effective.11
Once formed, the members of an LLC may establish an operating agreement, which governs the:
• Relations among the members as members and between the members and the LLC;
• The rights and duties of the person acting in the capacity of manager;
• LLC’s activities affairs; and
• The means and conditions for amending the operating agreement.12
Each year, an LLC must also deliver to the DOS for filing an annual report stating:
• The LLC’s name;
• The LLC’s principal office and mailing addresses;
• The date of the LLC’s organization;
• The LLC’s federal employer identification number13 or, if none exists, whether one has
been applied for;
• The name, title or capacity, and address of at least one person with the authority to
manage the LLC; and
• Any additional information that is necessary or appropriate to enable the DOS to carry
out the LCC Act.14
5
Sections 605.0112, 605.0201, F.S.
6
Section 605.0112(1), F.S.
7
Section 605.0113(1)(b), F.S.
8
Id.
9
Section 605.0201, F.S.
10
Id.
11
Sections 605.0201, 605.0207, F.S.
12
Section 605.0105, F.S.
13
The federal employer identification number, also known as a federal tax identification number, is issued by the IRS and
used to identify a business for federal tax purposes. IRS, Employer ID Numbers, https://www.irs.gov/businesses/small-
businesses-self-employed/employer-id-numbers (last visited Feb. 17, 2024).
14
Section 605.0212, F.S.
BILL: SB 316 Page 3
Foreign LLCs Doing Business in Florida
A business entity formed as an LLC in another jurisdiction (foreign LLC) must obtain a
certificate of authority from the DOS prior to transacting business in Florida. An application to
obtain a certificate of authority must contain:
• The name of the foreign LLC;
• The name of the jurisdiction from which the foreign LLC comes;
• The principal office and mailing addresses of the foreign LLC;
• The name, Florida street address, and written acceptance by the foreign LLC’s registered
agent in Florida;
• The name, title, and address of at least one person who has the authority to manage the
foreign LLC; and
• Additional information that may be necessary to enable DOS to determine whether the
foreign LLC is entitled to file an application for a certificate of authority and to determine
and assess applicable fees.15
Once the DOS determines that an application complies with the filing requirements and the LLC
has paid all filing fees, the DOS must file a certificate of authority application.16 The filing of the
application means the foreign LLC has obtained a certificate of authority and is authorized to do
business in Florida.17 Such an LLC must file annual reports as required of a domestic LLC,
whose reports must include additional information pertinent to a foreign LLC as specified in the
LLC Act.18
Protected Series Limited Liability Companies
In 1996, Delaware was the first state to pass legislation allowing for the formation of series
LLCs.19 As this type of business entity has grown in popularity, 22 other jurisdictions have
passed series LLC legislation.20 In 2017, the Uniform Law Commission created the Uniform
Protected Series Act (UPSA) to build a statutory framework for series LLC transactions, which
can be “plugged” into a state’s existing LLC statutes.21 The UPSA contains definitions; a
description of the nature and purpose of a protected series LLC, as well as its powers, purpose,
and duration; a description of how a protected series is governed by the LLC’s operating
agreement; and rules for applying certain provisions of a state’s existing LLC act to a protected
series.22
15
Section 605.0902(1), F.S.
16
Section 605.0903, F.S.
17
Id.
18
Section 605.0212, F.S.
19
Protected Series LLC Task Force of the Florida Bar Business Law Section, White Paper: Analysis of Proposed Additions
to Chapter 605 (Oct. 27, 2024).
20
Id.
21
Id.
22
Uniform Law Commission, Summary: Uniform Protected Series Act,
https://www.uniformlaws.org/committees/community-home/librarydocuments?communitykey=11843f3f-6ba5-4010-be96-
8c2125fe7d31&LibraryFolderKey=&DefaultView=&5a583082-7c67-452b-9777-
e4bdf7e1c729=eyJsaWJyYXJ5ZW50cnkiOiI3YzQ4OWI0MC02M2I3LTRlN2EtYTA2OS1lMzk0MzRkNTVlMTkifQ%3D
%3D (last visited Feb. 17, 2024).
BILL: SB 316 Page 4
A series LLC consists of an overarching, “umbrella” LLC under which one or more protected
series LLCs are created. Each protected series LLC has its own assets and liabilities, and while
not a legally distinct entity, is treated as if it is a separate LLC. Like an LLC, a series LLC
provides personal liability protection to its members.23 In addition to this vertical liability
protection, foreign series LLCs provide horizontal liability protection from the overarching LLC
or other protected series LLCs under the series LLC.24
Florida
While a protected series LLC formed in another state can file for a certificate of authority to
practice business in this state, Florida law also does not recognize foreign series LLCs.25 Thus
each protected series LLC from an out-of-state series LLC must separately apply for a certificate
of authority to transact business in Florida.26 Florida law also does not permit the formation of a
protected series LLC within a series LLC formed in this state.27
In 2020, the Business Law Section of the Florida Bar formed the Protected Series LLC Task
Force (Task Force) to analyze the UPSA and consider its adoption in Florida.28 The Task Force
proposed that new Sections 605.2101 through 605.2802, F.S., be added to the LLC Act to
authorize the formation of protected series LLCs under Florida law, using language borrowed
from the UPSA with certain deviations to address particular aspects of Florida law.29 The Task
Force proposes such additions to the LLC Act to provide clarity for judges and lawyers handling
contracts, claims, and disputes relating to foreign series LLCs.30
III. Effect of Proposed Changes:
The bill adopts the Business Law Section Task Force’s recommendations, adding the Uniform
Protected Series Provisions in ss. 605.2101-605.2802, F.S., to allow for the formation and
regulation of a protected series LLC under Florida law.
Effectively, this bill may encourage businesses wishing to organize as a protected series LLC to
do so under Florida law. The bill provides clarity for lawyers and judges resolving contracts,
claims, and disputes related to foreign series LLCs doing business in Florida, as well as
companies doing business with a foreign series LLC.
23
Reinaldo Gomez de la Vega, Business Law Section of the Florida Bar, Series LLCs: Structure, Benefits, and Implications,
https://flabizlaw.org/member-articles/series-llcs-structure-benefits-and-implications/ (last visited Feb. 17, 2025).
24
Business Law Section, supra note 19.
25
Business Law Section, supra note 19.
26
Section 605.0902(3), F.S.; Business Law Section, supra note 19.
27
Business Law Section, supra note 19.
28
Business Law Section, supra note 19.
29
Business Law Section, supra note 19.
30
Business Law Section, supra note 19.
BILL: SB 316 Page 5
Series LLC Formation
The bill establishes provisions for the formation of a series LLC or a protected series LLC. The
bill specifies that the provisions of the LLC Act applicable to the formation of an LLC also apply
to the formation of a series LLC or protected series LLC, except as otherwise provided.
Section 5 specifies a short title for sections 605.2101 through 605.2802 – the “Uniform Protected
Series Provisions.”
Section 6 lays out definitions for use throughout the provisions.
Establishment of a Protected Series
Section 13 creates s. 605.2201, F.S., which allows for the creation of a protected series LLC
upon the affirmative vote, or consent, of all members of an LLC. After such a vote, the bill
requires an LLC deliver a protected series designation, signed by the company, which states the
name of the company and the name of the protected series being established, to the DOS for
filing.
Under the bill, a protected series is established when the protected series designation takes effect.
If the company wishes to amend a protected series designation, a series LLC must deliver a
statement of designation change, signed by the company, to the DOS for filing. The statement of
designation change must set forth:
• The names of the series LLC and the protected series to which the change applies;
• Each change to the protected series designation; and
• A statement that each designation change was approved by the affirmative vote or
consent of the members of the series limited liability company required to make the
designated change.
The amendment takes effect when the statement of designation change takes effect pursuant to
existing provisions of the LLC Act.
Protected Series Name
Section 14 creates s. 605.2202, F.S., which specifies the requirements for the name of a
protected series LLC. A protected series name must comply with the statutory requirements for
LLC names generally. In addition, the bill requires that the name of the protected series must (1)
begin with the series LLC’s name, including any word or abbreviation required by the LLC Act
and (2) contain the phrase “protected series” or the abbreviation “P.S.” or “PS.”
If a series LLC changes its name, the LLC must deliver a statement of designation change to
DOS for filing for each of the LLC’s protected series, changing the name of all its protected
series to comply with this section.
BILL: SB 316 Page 6
Nature of a Protected Series
Section 7 creates s. 605.2103, F.S., which specifies that a protected series of a series LLC is a
person31 distinct from all of the following:
• The series LLC.
• Another protected series of the series LLC.
• A member of the series LLC, regardless of whether the member is an associated
member32 of the protected series of the series LLC.
• A protected series transferee33 of a protected series of the series LLC.
• A transferee of a transferable interest34 of the series LLC.
Powers and Duration of a Protected Series
Section 8 creates s. 605.2104, F.S., stipulating that a protected series:
• Can sue and be sued in its own name.
• Generally has the same powers and purposes as the series LLC.
• Ceases to exist once the series LLC completes its winding up.
• May not:
o Be a member of a series LLC;
o Establish a protected series; or
o Except as otherwise permitted by Florida law, not allowed to have a purpose or
power, or take an action, that Florida law prohibits an LLC from having or doing.
Registered Agent
Section 15 creates s. 605.2203, F.S., which specifies that the registered agent in Florida for a
series LLC is the registered agent for each protected series of the company. The bill requires that
before delivering a protected series designation to DOS, the series LLC must agree with a
registered agent that the agent will serve as the registered agent for each protected series of the
company. The person that signs the protected series designation must affirm this fact.
Under the bill, if a person ceases to be the registered agent for a series LLC, they also cease to be
the registered agent for the protected series. If a person ceases to be the registered agent for the
protected series, other than as a result of termination of the protected series, the person ceases to
be the registered agent for the series LLC. Additionally, the bill provides that—except as
otherwise agreed upon by a series LLC and its registered agent—the registered agent does not
have to distinguish between the processes, notices, demands, and other records of the series LLC
and the protected series.
31
“Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited
liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust,
common law business trust, estate, trust, association, joint venture, public corporation, government or governmental
subdivision, agency, or instrumentality, or another legal or commercial entity. Section 605.0102, F.S.
32
An “associated member” is a member of a series LLC that meets the statutory requirements and is associated with a
protected series. See section 605.2302, F.S.
33
A “protected series transferee” means a person other than the series limited liability company to which all or part of a
protected-series transferable interest of a protected series of a series limited liability company has been transferred.
34
A “protected series transferable interest” means the right, as initially owned by a person in the person’s capacity as an
associated member, to receive distributions from a protected series, whether or not the person remains a member or continues
to own any part of the right. The term includes a fraction of an interest.
BILL: SB 316 Page 7
Foreign Series LLCs and Foreign Protected Series
Section 40 creates s. 605.2702, F.S., to provide that in determining whether a foreign series LLC
or foreign protected series is transacting business in this state or is subject to personal
jurisdiction of a court in this state, the following apply:
• The activities and affairs of the foreign series LLC are not attributable to one of its
foreign protected series solely because the foreign protected series is a foreign protected
series of the LLC.
• The activities and affairs of a foreign protected series are not attributable to the foreign
series LLC or another foreign protected series of such LLC, solely because the foreign
protected series is a foreign protected series of the LLC.
Section 41 creates s. 605.2703, F.S., establishing parameters for certificates of authority to
transact business in this state. Under the bill, the proposed sections governing application for a
certificate of authority apply to foreign series LLCs and foreign protected series as if the foreign
protected series was a foreign series LLC formed separately and distinctly from the foreign series
LLC. The bill also provides that an application by a foreign protected series for a certificate of
authority must include the following:
• The name and governing jurisdiction of the foreign series LLC and the foreign protected
series, and other information as required by the department.
• If the company has other foreign protected series, the name, title, capacity, and addresses
of a person that has the authority to manage the foreign series LLC and who knows the
name and addresses of:
o Each other foreign protected series of the foreign series LLC; and
o The foreign protected-series manager of, and registered agent for service of
process on, each other foreign protected series of the foreign series LLC.
Further, the bill requires the foreign protected series to comply with specified requirements under
the LLC Act, including the naming of the foreign protected series and information required to
amend a certificate of authority.
Section 42 creates s. 605.2704, F.S., to provide not later than 30 days after becoming a party to
proceeding before a civil, administrative, or other adjudicative tribunal of the United States
located in Florida:
• A foreign series LLC must disclose to every party the name and street and mailing
addresses of:
o Each of its foreign protected series; and
o Each foreign protected series manager of and a registered agent for service of
process for each foreign protected series.
• A foreign protected series of a foreign series LLC must disclose to every part the name
and street and mailing addresses of:
o The foreign series LLC;
o Each manager of the foreign series LLC;
o An agent for service of process for the foreign series LLC;
o Any other foreign protected series LLC; and
BILL: SB 316 Page 8
o Each foreign protected-series manager of and an agent for service of process for
the other foreign protected series.
Under the bill, if a foreign series LLC or foreign protected series does not comply with the
aforementioned disclosure requirements, a party to the proceeding may request the tribunal to
treat the noncompliance as a failure to comply with the tribunal’s discovery rules and/or bring a
separate proceeding to the court to enforce compliance.
Operations and Governance
The bill specifies that the provisions of the LLC Act applicable to LLCs in general, and their
members and managers, including, but not limited to, provisions relating to LLC operation,
existence, and management; court proceedings; and filings with the DOS and other state or local
government agencies, generally apply to each series LLC and to each protected series established
under s. 605.2201, F.S. The bill also creates provisions of the LLC Act applicable only to the
operation and governance of a series LLC and a protected series.
Governing Law
Sections 9 and 39 create s. 605.2105 and 605.2701, F.S., to establish the governing law for
protected series operating in Florida. Florida law governs:
• The internal affairs of a protected series or a foreign protected series.
• The relations between a protected series and specified parties, including the series LLC
and another protected series of such LLC.
• The liability of a person for a debt, an obligation, or another liability of a protected series
or foreign protected series arising under specified circumstances.
• The liability of a series LLC or foreign series LLC for a debt, obligation, or other
liability of its protected series arising under specified circumstances.
• The liability of a protected series or foreign protected series for a debt, obligation, or
other liability of the series LLC or foreign series LLC arising under specified
circumstances.
Operating Agreements
Section 10 creates s. 605.2106, F.S., to provide that a protected series’ operating agreement
generally governs the internal affairs of a protected series and relations among the protected
series and specified parties. The bill also establishes how a series LLC can handle matters in an
authorized manner when such matters are not specified in the operating agreement, and how
certain restrictions on operating agreements imposed by the LLC Act or other laws apply.
Section 11 creates s. 650.2107, F.S., to provide that operating agreements for a series LLC may
not vary the effect of specified provisions of law created by the bill, except as otherwise
specified. The bill also establishes that an operating agreement may not unreasonably restrict the
duties and rights of a person who is not an associated member of a protected series to
information concerning the protected series; however, the agreement may impose reasonable
restrictions on the availability and use of such information, and may provide appropriate
remedies, including liquidated damages, for a breach of any reasonable restriction on use.
BILL: SB 316 Page 9
Application
Section 12 creates s. 605.2108, F.S., to establish specific provisions and exemptions for the
application of ch. 605, F.S.
Issuance of Certificate of Status
Section 4 amends s. 605.0211, F.S., making technical changes to language and adding references
to foreign LLCs, to conform this statute with other provisions of the bill.
Section 17 creates s. 605.2205, F.S., to establish that the DOS must issue a certificate of status
for protected series or foreign protected series upon compliance with statutory requirements, if:
• The records filed with DOS show that DOS has accepted and filed articles of
organization for the series LLC and a protected series designation for the protected series.
• For a foreign protected series, the records filed with DOS show that DOS has filed a
certificate of authority for the foreign series LLC and a certificate of authority for the
foreign protected series.
A certificate must contain specified information, including:
• The name of the series LLC, the name of the protected series, the date the protected series
designation took effect, and other requisite information.
• For a foreign protected series, the foreign series LLC name, the foreign protected series’
name, the fact that the foreign series is authorized to transact business in Florida, and
other requisite information.
Under the bill, the certificate may be relied on as conclusive evidence of the facts stated therein,
subject to any qualifications stated by the DOS in the certificate.
Annual Report
Section 18 creates s. 605.2206, F.S., to require that a series LLC include the name of each
protected series in its annual report for which the (1) series LLC has delivered to DOS for filing
a protected series designation and (2) which has not dissolved and completed winding up. The
failure of the series LLC to comply with this requirement prevents issuance of a certificate of
status pertaining to the protected series but does not otherwise affect the protected series.
Similarly, a registered foreign series LLC must include the name of each registered foreign
protected series in its annual report for which the (1) foreign series LLC has delivered to the
DOS for filing an application for certificate of authority to transact business in the state and (2)
which has not withdrawn its certificate of authority.
Associated Assets
Section 19 creates s. 605.2301, F.S., to provide that only an asset of a protected series may be an
associated asset of the protected series, while only an asset of a series LLC may be an associated
asset of the series LLC. Further, the bill specifies that an asset of a protected series is an
associated asset of the protected series, and an asset of a series LLC is an associated asset of the
series LLC, only if the protected series or series LLC creates and maintains specified records that
state the name of the protected series or series LLC and describe the asset with sufficient
BILL: SB 316 Page 10
specificity to permit a disinterested, reasonable individual to make specified determinations
about the asset. Such records may be organized by specific listing, category, type, quantity, or
computational or allocational formula or procedure, including a percentage or share of any asset,
or in any other reasonable manner.
Further, a series LLC or protected series may, to the extent authorized by law, hold an associated
asset directly or indirectly, except that:
• A protected series may not hold an associated asset in the name of the series LLC or
another protected series of such LLC; and
• The series LLC may not hold an associated asset in the name of its protected series.
The bill also provides for the effect of a deed or other instrument granting an interest in real
property to or from a series LLC or one or more protected series of a series LLC, or any other
instrument otherwise affecting an interest in real property held by such entity, in each case to the
extent such deed or other instrument is recorded in the office for recording transfers or other
matters affecting real property and specified records are maintained.
Associated Member
Section 20 creates s. 605.2302, F.S., to specify that only a member of a series LLC may be an
associated member of a protected series. A member becomes an associated member of a
protected series of the company if the operating agreement or a procedure established by the
operating agreement states all of the following:
• That the member is an associated member of the protected series;
• The date on which the member became an associated member of the protected series; and
• Any protected-series transferable interest the associated member has in connection with
becoming or being an associated member of the protected series.
Under the bill, if a person that is an associated member of a protected series of the series LLC is
disassociated from the company, the person ceases to be an associated member of the protected
series.
Protected Series Transferrable Interest
Section 21 creates s. 605.2303, F.S., to provide that a protected-series transferable interest of a
protected series of a series LLC must be owned initially by an associated member of the
protected series of the series LLC. Additionally, if a protected series of a series LLC has no
associated members when established, the company owns the protected-series transferable
interests in the protected series. A series LLC may also acquire a protected-series transferable
interest through a transfer from another person or as provided in the operating agreement.
Further, except as otherwise specified, any provision of the LLC Act which applies to a
protected-series transferee of a protected series of a series LLC applies to the company in its
capacity as an owner of a protected-series transferable interest of the protected series. Any
provision of the operating agreement of a series LLC which applies to a protected-series
transferee of a protected series of a series LLC applies to the company in its capacity as an owner
of a protected-series transferable interest of the protected series.
BILL: SB 316 Page 11
Management
Section 22 creates s. 605.2304, F.S., to provide that a protected series may have one or more
protected-series managers; and if a protected series has no associated members, the series LLC is
the protected-series manager. The bill also provides for the determination of any duties of a
protected-series manager to: (1) the protected series, (2) any associated member of the protected
series, and (3) any protected-series transferee of the protected series.
However, the person acting as a protected-series manager owes no duty to:
• The series LLC;
• Another protected series of the series LLC;
• Another person in that person acting in their capacity as:
o A member of the series LLC which is not an associated member of the protected
series;
o A protected-series transferee or protected-series manager of another protected
series; or
o A transferee of the series LLC.
Further, the bill provides that an associated member of a protected series has the same rights as
any other member of the company to vote on or consent to an amendment to the company’s
operating agreement or other matters being decided by members, regardless of whether the
amendment or matter affects the interests of the protected series or associated member. The bill
also specifies that the right of a member to maintain a derivative action to enforce a right of an
LLC applies to an associated member of a protected series and a member of a series LLC.
Under the bill, an associated member of a member-managed protected series is an agent for the
protected series with the power to bind the protected series to the same extent that a member of
the member-managed LLC is an agent for the company with power to bind the company.
Similarly, a protected-series manager of a manager-managed protected series I an agent for the
protected series with power to bind the protected series to the same extent that a manager of a
manager-managed LLC is an agent for the company with power to bind the company.
Right of Non-Associated Members to Information of Protected Series
Section 23 creates s. 650.2305, F.S., to establish the right to information concerning the
protected series of a member of a series LLC that is not an associated member of the protected
series of the company; a person who was formerly an associated member of a protected series;
the legal representative of a deceased associated member of a protected series; and a protected
series manager of a protected series. This section guarantees the same rights to information
concerning the protected series that counterparts to those listed have under the LLC Act. The bill
also requires that court-ordered inspection provisions of s. 605.0411, F.S., apply to the
information rights regarding series LLCs and protected series.35
35
Section 605.0411, F.S., applies if an LLC does not allow a member, manager, or other person who complies with
applicable law to inspect and copy any records required to be available for inspection. Under this section, the circuit court
may summarily order inspection and copying of the records demanded under specified circumstances, and may order the
LLC to pay the costs, including reasonable attorney fees, incurred by the member, manager, or other person seeking the
records to obtain the order and enforce its rights.
BILL: SB 316 Page 12
Entity Transactions
Section 31 creates definitions for use in the provisions relating to entity transactions and
mergers.
Sections 32 and 33 create ss. 605.2602 and 605.2603, F.S., respectively, to provide that a
protected series and a series LLC, respectively, may not participate or be a party to, result from,
or be formed, organized, established, or created by a conversion,36 domestication,37 interest
exchange,38 merger,39 or other transaction with the same substantive effect as a merger in this
state or a foreign jurisdiction.
Mergers
Section 34 creates s. 605.2604, F.S., to authorize a series LLC to be a party to a merger, only if:
• Each other party to the merger is an LLC; and
• The surviving company is not created in a merger.
Section 35 creates s. 605.2605, F.S., to require that the plan of a merger must:
• Comply with s. 605.1022, F.S., relating to the contents of a plan of merger of an LLC;
and
• State specified information in a record, which depends on whether the protected series is
a protected series of a non-surviving company,40 a protected series of a surviving
company, a relocated protected series,41 a continuing protected series,42 or a protected
series to be established by the surviving company.
Section 36 creates s. 605.2606, F.S., to require the articles of a merger:
• Comply with s. 605.1025, F.S., relating to articles of a merger.
• Include as an attachment one of the appropriate records: a statement of designation
cancellation and termination, a state of relocation and a statement of protected series
designation, or a signed protected series designation.
Effects of Merger
Section 37 creates s. 605.2607, F.S., establishing that when a merger of a protected series
becomes effective, all of the following apply:
• As provided in the plan of merger, each protected series of each merging series LLC is
either a relocated protected series, a continuing protected series, or is dissolved, wound
up, and terminated.
• Any protected series to be established because of the merger is established.
• As it pertains to relocated protected series or continuing protected series:
36
A “conversion” is a transaction authorized under ss. 605.1041-605.1046, F.S.
37
A “domestication” is a transaction authorized under ss. 605.1051-605.1056, F.S.
38
An “interest exchange” is a transaction authorized under ss. 605.1031-605.1036, F.S.
39
A “merger” is a transaction authorized under ss. 605.1021-605.1026, F.S.
40
“Surviving company” means a merging company that continues in existence after a merger.
41
“Relocated protected series” means a protected series of a non-surviving company which, after a merger, continues in
uninterrupted existence as a protected series of the surviving company.
42
“Continuing protected series” means a protected series of a surviving series LLC which continues in uninterrupted
existence after a merger.
BILL: SB 316 Page 13
o It is the same person without interruption as it was before the merger.
o All property continues to be vested in a protected series without transfer,
reversion, or impairment.
o All debts, obligations, and other liabilities continue as such.
o All rights, privileges, immunities, powers, and purposes remain.
• The new name of a relocated protected series may be substituted for the former name in
any pending action or proceeding.
• To the extent provided in the plan of merger, the bill sets out that:
o A person becomes an associated member or a protected-series transferee of a
relocated protected series or continuing protected series.
o A person becomes an associated member of a protected series established by the
surviving company because of the merger.
o Any change in the rights or obligations of a person, in the person's capacity as an
associated member or a protected-series transferee of a relocated protected series
or continuing protected series, takes effect.
o Any consideration to be paid to a person, that before the merger was an associated
member or a protected-series transferee of a relocated protected series or
continuing protected series, is due.
• Any person that is an associated member of a relocated protected series becomes a
member of the surviving company.
Section 38 creates s. 605.2608, F.S., establishing the manner in which a creditor’s rights, which
existed immediately before a merger, may be enforced after the merger.
Dissolution and Reinstatement
The bill establishes the methods by which a protected series may be voluntarily or automatically
dissolved under the LLC Act.
Events Causing Dissolution of a Protected Series
Section 28 creates s. 605.2501, F.S., to provide that a protective series of a series LLC is
dissolved, and its activities and affairs wound up, upon the occurrence of one of the following:
• Dissolution of the series LLC.
• Occurrence of an event/circumstance in the operating agreement that triggers dissolution.
• Affirmative vote or consent of all associated members.
• Entry by the court of an order dissolving the protected series on application by an
associated member or a protected-series manager under specified circumstances.
• Entry by the court of an order dissolving the protected series on application by the series
LLC or a member or manager of the series LLC, under specified circumstances.
• Automatic or involuntary dissolution of the series LLC that established the protected
series.
• The filing of a state of administrative dissolution of the series LLC or protected series by
DOS.
BILL: SB 316 Page 14
Winding Up Dissolved Protected Series
Section 29 creates s. 605.2502, F.S., to provide the manner of dissolution, specifying that a
protected series may deliver to the DOS for filing its articles of protected series dissolution and
the series LLC deliver for filing the statement of designation cancellation. The bill requires that a
dissolved protected series wind up its activities in the same manner, or be dissolved by judicial
supervision or other remedy, that a dissolved LLC is under s. 605.0709, F.S. Further, the bill
specifies that a series LLC has not completed its winding up until each of its protected series has
completed its winding up.
Effects of Reinstatement or Revocation of Voluntary Dismissal
Section 30 creates s. 605.2503, F.S., to establish that, if a series LCC that has been
administratively dissolved is reinstated, or if a series LLC that voluntarily dissolved revokes its
articles of dissolution prior to filing a statement of termination:
• Each protected series of the series LLC ceases winding up; and
• The provisions of s. 605.0708, F.S., relating to revocation of articles of dissolution, apply
to the series LLC and to each protected series as specified in law.
Liability Limitations
The bill recognizes both the traditional, vertical liability shield of an LLC and the new,
horizontal liability shield of a series LLC, and establishes the limitations of such shields as
applied to a series LLC.
Liability Shield
Section 24 creates s. 605.2401, F.S., to provide that a person is not liable, directly or indirectly,
by way of contribution or otherwise, for a debt, an obligation, or other liability of:
• A protected series of a series LLC solely by reason of being or acting as:
o An associated member, protected-series manager, or protected-series transferee of
the protected series; or
o A member, manager, or a transferee of the series LLC.
• A series LLC solely by reason of being or acting as an associated member, protected-
series manager, or protected-series transferee of a protected series of the LLC.
Additionally, the bill specifies that:
• A series LLC’s debt, obligation, or other liability is solely the debt, obligation, or liability
of the series LLC.
• A protected series’ debt, obligation, or other liability is solely the debt, obligation, or
liability of the protected series.
• A series LLC is not liable, directly or indirectly, by way of contribution or otherwise, for
a debt, obligation, or other liability of its protected series solely by reason of the
protected series being a protected series of the series LLC, or the series LLC:
o Being or acting as a protected-series manager of the protected series;
o Having the protected series manage the series LLC; or
o Owning a protected-series transferrable interest of the protected series.
BILL: SB 316 Page 15
• A protected series is not liable, directly or indirectly, by way of contribution or otherwise,
for a debt, obligation, or other liability of the series LLC or another protected series of the
series LLC, solely by reason of:
o Being a protected series of the series LLC;
o Being or acting as a manager of the series LLC or a protected-series manager of
another protected series of the company; or
o Having the series LLC or another protected series of the company be or act as a
protected-series manager of the protected series.
Claim Seeking to Disregard Liability Limitation
Section 25 creates s. 605.2402, F.S., to provide that a claim seeking to disregard a liability
limitation pertaining to a series LLC, a protected series, or person connected thereto, including a
principle providing a right to a creditor or holding a person liable for a debt, obligation, or other
liability of another person, is governed by the principles of law and equity which would apply if
each protected series were an LLC formed separately from the series LLC an distinct from the
series LLC and any other protected series of such LLC. The bill also specifies that:
• The failure of an LLC or protected series to observe formalities relating to the exercise of
its powers over its affairs is not ground to disregard a limitation in s. 605.2401(1), F.S.,
relating to the liability of persons acting in specified roles, but may be grounds to
disregard a limitation in s. 605.2401(2), F.S., relating to the liability of a protected series
or series LLC.
• This section applies to a claim seeking to disregard a liability limitation applicable to a
foreign series LLC or a foreign protected series and comparable to a limitation stated in s.
605.2401, F.S., if:
o The claimant is a Florida resident, transacting business in Florida, or authorized to
transact business in Florida; or
o The claim is to establish or enforce a liability arising under Florida law other than
the LLC Act or from an act or omission in Florida.
Remedies of Certain Judgment Creditors
Section 26 creates s. 605.2403, F.S., to specify that the provisions of s. 605.0503, F.S., which
provides or restricts remedies available to a judgement creditor of a member of transferee of an
LLC, apply to the judgement creditor of:
• An associated member or other holder of a protected-series transferable interest of a
protected series of a series LLC or a foreign series LLC; and
• A series LLC, to the extent to the company owns a protected-series transferable interest
of a protected series.
Enforcement of Claim Against Non-Associated Assets
Section 27 creates s. 605.2404, F.S., to establish that, if a claim against a series LLC or protected
series has been reduced to judgement, in addition to any other remedy provided by law or equity,
the judgment may be enforced in accordance with the following:
• A judgment against a series LLC may be enforced against an asset of a protected series of
the LLC if the asset:
BILL: SB 316 Page 16
o Was a non-associated asset of the protected series on the incurrence date;43 or
o Is a non-associated asset of the protected series on the enforcement date.44
• A judgment against a protected series may be enforced against the series LLC if the asset:
o Was a non-associated asset of the series LLC on the incurrence date; or
o Is a non-associated asset of the series LLC on the enforcement date.
• A judgment against a protected series may be enforced against an asset of another
protected series of the series LLC if the asset:
o Was a non-associated asset of the other protected series on the incurrence date; or
o Is a non-associated asset of the other protected series on the enforcement date.
Further, the bill specifies that:
• If a claim against a series LLC or a protected series has not been reduced to a judgment,
and a law other than the LLC Act authorizes a prejudgment remedy by attachment,45
levy,46 or the like, the court may apply s. 604.2404(2), F.S., as a prejudgment remedy.
• The party asserting that an asset is or was an associated asset of a series LLC or a
protected series has the burden of proof on the issue.
• S. 605.2404, F.S., applies to an asset of a foreign series LLC or foreign protected series
under specified circumstances, including that the asset is real or tangible property in
Florida.
Other Provisions
Service of Process
Section 1 amends s. 48.062, F.S., to define the terms “registered foreign protected series of a
foreign series LLC’ and “registered foreign series LLC.” This statute is amended to establish
service of process on series LLCs, so that:
• Service on a series LLC is notice to each protected series thereof;
• Service on a protected series LLC is notice to the series LLC and each protected series
thereof;
• Service on a registered foreign series LLC is notice to each protected series thereof; and
• Service on a registered foreign protected series is notice to the foreign series LLC and
any other registered foreign series thereof.
Section 3 amends s. 605.0117, F.S., removing the paragraph referencing service of foreign series
LLCs, as that subject matter is covered by new statutes under the bill.
43
“Incurrence date” means the date on which a series limited liability company or protected series of the company incurred
the liability giving rise to a claim that a claimant seeks to enforce under this section, under s. 605.2404, F.S.
44
"Enforcement date" means 12:01 a.m. on the date on which a claimant first serves process on a series limited liability
company or protected series in an action seeking to enforce a claim against an asset of the company or protected series by
attachment, levy, or similar means under s. 605.2404, F.S.
45
An “attachment” is a court order directing the freezing or seizure of specific assets belonging to a debtor, pending the
outcome of a civil matter involving a creditor who may obtain a judgment in his or her favor that could be satisfied by the
sale or application of the assets. See Legal Information Institute, Attachment, https://www.law.cornell.edu/wex/attachment
(last visited Feb. 17, 2025).
46
A “levy” is the court-ordered seizure and sale of property to satisfy a delinquent debt or judgment. Legal Information
Institute, Levy, https://www.law.cornell.edu/wex/levy (last visited Feb. 17, 2025).
BILL: SB 316 Page 17
Section 16 creates s. 605.2204, F.S., which provides that process against a series LLC, a
protected series, a registered foreign series LLC, or a registered foreign protected series may be
serviced in the same manner as service is made on such entity under s. 48.062 and chapters 48 or
49, F.S. Under the bill, any notice or demand on a series LLC or protected series LLC may be
given or made to any member of a member-managed series LLC, to any manager of a manager-
managed LLC, to the registered agent of a series LLC at the registered office of the series LLC
in Florida, or to any other address in Florida which is the principal Florida office of the series
LLC. Similarly, any notice or demand on a registered foreign series LLC or a registered foreign
protected series may be given or made to any member of a member-managed foreign series LLC,
any manager of a manager-managed foreign series LLC, the registered agent of the registered
foreign series LLC at the registered office of the foreign series LLC, or the principal office
address, or any other Florida address, which is the principal Florida office of the registered
foreign series LLC. However, the bill does not affect the right to serve process on, give notice to,
or make a demand on a series LLC, a protected series LLC, a foreign series LLC, or a protected
foreign series LLC in any other manner provided by law.
Notice
Section 2 amends s. 605.0103, F.S., changing an internal reference affecting knowledge and
notice under ch. 605, F.S.
Electronic Signatures
Section 43 creates s. 605.2801, F.S., to require that s. 605.1102, F.S., relating to the applicability
of the Electronic Signatures in Global and National Commerce Act, applies to the Uniform
Protected Series Provisions.
Effective Date
Section 44 creates s. 605.2802, F.S., to provide that:
• Beginning July 1, 2026, Chapter 605, F.S., governs all domestic and foreign series LLCs,
all domestic protected series, and all foreign series that do business in Florida.
• A domestic LLC formed before January 1, 2026, may not create or designate any
protected series before the bill’s effective date.
Section 45 provides an effective date of January 1, 2026.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
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C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
Indeterminate. New or additional business entities may organize and do business in the
state.
C. Government Sector Impact:
Indeterminate. New or additional entities registering with the Department of State may
marginally increase their workload.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends the following sections of the Florida Statutes: 48.062, 605.0103,
605.0117, and 605.0211.
This bill creates the following sections of the Florida Statutes: 605.2101, 605.2102, 605.2103,
605.2104, 605.2105, 605.2106, 605.2107, 605.2108, 605.2201, 605.2202, 605.2203, 605.2204,
605.2205, 605.2206, 605.2301, 605.2302, 605.2303, 605.2304, 605.2305, 605.2401, 605.2402,
605.2403, 605.2404, 605.2501, 605.2502, 605.2503, 605.2601, 605.2602, 605.2603, 605.2604,
605.2605, 605.2606, 605.2607, 605.2608, 605.2701, 605.2702, 605.2703, 605.2704, 605.2801,
and 605.2802
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IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
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1 A bill to be entitled 30 agreements; creating s. 605.2108, F.S.; providing
2 An act relating to limited liability companies; 31 applicability; creating s. 605.2201, F.S.; authorizing
3 amending s. 48.062, F.S.; defining the terms 32 domestic limited liability companies to establish
4 “registered foreign protected series of a foreign 33 protected series; specifying requirements for
5 series limited liability company” and “registered 34 establishing protected series and amending protected
6 foreign series limited liability company”; specifying 35 series designations; creating s. 605.2202, F.S.;
7 that certain limited liability companies are 36 specifying requirements for naming a protected series;
8 considered a nonresident under certain circumstances; 37 creating s. 605.2203, F.S.; providing specifications
9 providing for service of a summons and complaint on 38 and requirements for the registered agent for a
10 such companies and series; specifying that such 39 protected series; specifying requirements relating to
11 service serves as notice to such companies and series; 40 protected series designations; specifying that a
12 amending s. 605.0103, F.S.; correcting a cross- 41 registered agent is not required to distinguish
13 reference; amending s. 605.0117, F.S.; conforming a 42 between certain processes, notices, demands, and
14 provision to changes made by the act; amending s. 43 records unless otherwise agreed upon; creating s.
15 605.0211, F.S.; revising requirements for certificates 44 605.2204, F.S.; authorizing service on, and provision
16 of status; creating s. 605.2101, F.S.; providing a 45 of notice and demand to, certain limited liability
17 short title; creating s. 605.2102, F.S.; defining 46 companies and protected series in a specified manner;
18 terms; creating s. 605.2103, F.S.; providing that a 47 providing that certain notice is effective regardless
19 protected series of a series limited liability company 48 of whether any notice or demand identifies a person if
20 is a person distinct from certain other entities; 49 certain requirements are met; providing authorizations
21 creating s. 605.2104, F.S.; providing for powers and 50 relating to certain services and notices; providing
22 prohibitions for protected series of series limited 51 construction; creating s. 605.2205, F.S.; requiring
23 liability companies; creating s. 605.2105, F.S.; 52 the Department of State to issue a certificate of
24 providing construction; creating s. 605.2106, F.S.; 53 status under certain circumstances; specifying
25 providing construction regarding protected series 54 requirements for certificates of status; providing
26 operating agreements; providing applicability with 55 that a certificate of status may be relied upon as
27 regard to certain restrictions on limited liability 56 conclusive evidence of the facts stated in the
28 companies; creating s. 605.2107, F.S.; providing 57 certificate; creating s. 605.2206, F.S.; requiring
29 prohibitions and authorizations relating to operating 58 series limited liability companies and registered
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59 foreign series limited liability companies to include 88 series manager; providing applicability; specifying
60 specified information in a required annual report; 89 that a person does not owe a duty to specified
61 specifying that failure to include such information 90 entities for certain reasons; providing rights of
62 prevents a certificate of status from being issued; 91 associated members; providing applicability;
63 creating s. 605.2301, F.S.; specifying that only 92 specifying that an associated member of a member-
64 certain assets may be considered associated assets; 93 managed protected series, or a protected-series
65 specifying requirements for an asset to be considered 94 manager of a manager-managed protected series, is an
66 an associated asset; authorizing that certain records 95 agent for the protected series and has a specified
67 and recordkeeping be organized in a specified manner; 96 power; creating s. 605.2305, F.S.; providing rights
68 authorizing series limited liability companies or 97 for certain persons relating to information concerning
69 protected series of such companies to hold an 98 protected series; providing applicability; creating s.
70 associated asset in a specified manner; providing 99 605.2401, F.S.; providing limitations on liability for
71 exceptions; creating s. 605.2302, F.S.; specifying 100 certain persons; creating s. 605.2402, F.S.;
72 requirements for becoming an associated member of a 101 specifying that certain claims are governed by
73 protected series of a series limited liability 102 specified provisions; specifying that the failure of
74 company; creating s. 605.2303, F.S.; requiring that 103 limited liability companies or protected series to
75 protected-series transferable interests be owned 104 observe certain formalities is not a ground to
76 initially by an associated member of the protected 105 disregard a specified limitation; providing
77 series or the series limited liability company; 106 applicability; creating s. 605.2403, F.S.; specifying
78 providing for ownership when a protected series of a 107 that certain provisions relating to the provision or
79 series limited liability company does not have 108 restriction of remedies apply to certain judgment
80 associated members upon establishment under certain 109 creditors; creating s. 605.2404, F.S.; defining the
81 circumstances; authorizing series limited liability 110 terms “enforcement date” and “incurrence date”;
82 companies to acquire such interests by transfer; 111 authorizing that certain judgments be enforced in
83 providing applicability; creating s. 605.2304, F.S.; 112 accordance with specified provisions; authorizing
84 authorizing a protected series to have one or more 113 courts to provide a specified prejudgment remedy;
85 protected-series managers; specifying that if a 114 providing that a party making a certain assertion has
86 protected series does not have associated members, the 115 the burden of proof in specified proceedings;
87 series limited liability company is the protected- 116 providing applicability; creating s. 605.2501, F.S.;
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117 providing events causing the dissolution of protected 146 foreign series limited liability company; providing
118 series of series limited liability companies; creating 147 applicability; creating s. 605.2702, F.S.; specifying
119 s. 605.2502, F.S.; specifying requirements and 148 requirements for making a specified determination
120 authorizations relating to dissolved protected series; 149 relating to certain companies transacting business in
121 specifying that a series limited liability company has 150 this state or being subject to the personal
122 not completed winding up until each of the protected 151 jurisdiction of the courts in this state; creating s.
123 series of the company has done so; creating s. 152 605.2703, F.S.; providing applicability of laws of
124 605.2503, F.S.; providing for the effect of 153 this state relating to certificates of authority for
125 reinstatement of series limited liability companies 154 foreign series limited liability companies and foreign
126 and revocation of voluntary dissolutions; creating s. 155 protected series of such companies; requiring that an
127 605.2601, F.S.; defining terms; creating s. 605.2602, 156 application by a foreign protected series for a
128 F.S.; prohibiting protected series from involvement in 157 certificate of authority include certain information
129 certain transactions; creating s. 605.2603, F.S.; 158 and comply with specified provisions; providing
130 prohibiting series limited liability companies from 159 applicability; creating s. 605.2704, F.S.; requiring
131 involvement in certain transactions; creating s. 160 foreign series limited liability companies and foreign
132 605.2604, F.S.; authorizing series limited liability 161 protected series of such companies to make specified
133 companies to be a party to a merger under certain 162 disclosures; tolling such requirements under certain
134 circumstances; creating s. 605.2605, F.S.; requiring 163 circumstances; authorizing certain parties to make a
135 that plans of merger meet certain requirements; 164 specified request or bring a separate proceeding if
136 creating s. 605.2606, F.S.; requiring articles of 165 such company or series fails to make the disclosures;
137 merger to meet certain requirements; creating s. 166 creating s. 605.2801, F.S.; providing applicability of
138 605.2607, F.S.; providing for effects of mergers of 167 provisions relating to electronic signatures; creating
139 protected series; creating s. 605.2608, F.S.; 168 s. 605.2802, F.S.; providing construction; prohibiting
140 providing the means for enforcement of creditors’ 169 domestic limited liability companies from creating or
141 rights; providing applicability of certain provisions 170 designating any protected series before a specified
142 after a merger; creating s. 605.2701, F.S.; providing 171 date; providing an effective date.
143 that the law of the governing jurisdiction of a 172
144 foreign series limited liability company’s formation 173 Be It Enacted by the Legislature of the State of Florida:
145 governs certain aspects of the internal affairs of the 174
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175 Section 1. Present subsection (7) of section 48.062, 204 liability company is notice to each protected series of the
176 Florida Statutes, is redesignated as subsection (11), a new 205 series limited liability company of service of the summons and
177 subsection (7) and subsections (8), (9), and (10) are added to 206 complaint and the contents of the complaint.
178 that section, and subsections (1) and (6) of that section are 207 (8) Service of a summons and complaint on a protected
179 amended, to read: 208 series of a series limited liability company is notice to the
180 48.062 Service on a domestic limited liability company or 209 series limited liability company and any other protected series
181 registered foreign limited liability company.— 210 of the series limited liability company of service of the
182 (1) As used in this section, the term: 211 summons and complaint and the contents of the complaint.
183 (a) “Registered foreign limited liability company” means a 212 (9) Service of a summons and complaint on a registered
184 foreign limited liability company that has an active certificate 213 foreign series limited liability company is notice to each
185 of authority to transact business in this state pursuant to a 214 registered foreign protected series of the registered foreign
186 record filed with the Department of State. 215 series limited liability company of service of the summons and
187 (b) “Registered foreign protected series of a foreign 216 complaint and the contents of the complaint.
188 series limited liability company” means a protected series of a 217 (10) Service of a summons and complaint on a registered
189 foreign series limited liability company that has an active 218 foreign protected series of a foreign series limited liability
190 certificate of authority to transact business in this state 219 company is notice to the foreign series limited liability
191 pursuant to a record filed with the Department of State. 220 company and to any other registered foreign protected series of
192 (c) “Registered foreign series limited liability company” 221 the foreign series limited liability company of service of the
193 means a foreign series limited liability company that has an 222 summons and complaint and the contents of the complaint.
194 active certificate of authority to transact business in this 223 (11) This section does not apply to service of process on
195 state pursuant to a record filed with the Department of State. 224 insurance companies.
196 (6) A foreign limited liability company, foreign series 225 Section 2. Subsection (1) of section 605.0103, Florida
197 limited liability company, or foreign protected series of a 226 Statutes, is amended to read:
198 foreign series limited liability company engaging in business in 227 605.0103 Knowledge; notice.—
199 this state which is not registered is considered, for purposes 228 (1) A person knows a fact if the person:
200 of service of process, a nonresident engaging in business in 229 (a) Has actual knowledge of the fact; or
201 this state and may be served pursuant to s. 48.181 or by order 230 (b) Is deemed to know the fact under paragraph (4)(a)
202 of the court under s. 48.102. 231 (4)(b), or a law other than this chapter.
203 (7) Service of a summons and complaint on a series limited 232 Section 3. Subsection (3) of section 605.0117, Florida
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233 Statutes, is amended to read: 262 requisite fee, shall furnish a certificate of status for a
234 605.0117 Serving process, giving notice, or making a 263 foreign limited liability company if the filed records filed
235 demand.— 264 show that the department has filed a certificate of authority
236 (3) A registered series of a foreign series limited 265 for that company. A certificate of status for a foreign limited
237 liability company may be served in the same manner as a 266 liability company must state the following:
238 registered limited liability company. 267 (a) The foreign limited liability company’s name and any
239 Section 4. Paragraphs (c) through (g) of subsection (1) and 268 current alternate name adopted under s. 605.0906(1) for use in
240 subsection (2) of section 605.0211, Florida Statutes, are 269 this state.
241 amended to read: 270 (b) That the foreign limited liability company is
242 605.0211 Certificate of status.— 271 authorized to transact business in this state.
243 (1) The department, upon request and payment of the 272 (c) Whether all fees and penalties due to the department
244 requisite fee, shall issue a certificate of status for a limited 273 under this chapter or other law have been paid.
245 liability company if the records filed in the department show 274 (d) Whether If the foreign limited liability company’s most
246 that the department has accepted and filed the company’s 275 recent annual report required under s. 605.0212 has not been
247 articles of organization. A certificate of status must state the 276 filed by the department.
248 following: 277 (e) Whether If the department has:
249 (c) Whether all fees and penalties due to the department 278 1. Revoked the foreign limited liability company’s
250 under this chapter have been paid. 279 certificate of authority; or
251 (d) Whether If the company’s most recent annual report 280 2. Filed a notice of withdrawal of certificate of authority
252 required under s. 605.0212 has not been filed by the department. 281 of the foreign limited liability company.
253 (e) Whether If the department has administratively 282 Section 5. Section 605.2101, Florida Statutes, is created
254 dissolved the company or received a record notifying the 283 to read:
255 department that the company has been dissolved by judicial 284 605.2101 Short title.—Sections 605.2101-605.2802 may be
256 action pursuant to s. 605.0705. 285 cited as the “Uniform Protected Series Provisions.”
257 (f) Whether If the department has filed articles of 286 Section 6. Section 605.2102, Florida Statutes, is created
258 dissolution for the company. 287 to read:
259 (g) Whether If the department has accepted and filed a 288 605.2102 Definitions.—As used in ss. 605.2101-605.2802, the
260 statement of termination. 289 term:
261 (2) The department, upon request and payment of the 290 (1) “Asset” means either of the following:
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291 (a) Property in which a series limited liability company or 320 ability of a creditor of the entity or of another protected
292 a protected series has rights; or 321 series of the entity to satisfy a claim from assets of the
293 (b) Property as to which the series limited liability 322 protected series.
294 company or protected series has the power to transfer rights. 323 (8) “Protected series,” except in the phrase “foreign
295 (2) “Associated asset” means an asset that meets the 324 protected series,” means a protected series established under s.
296 requirements of s. 605.2301. 325 605.2201.
297 (3) “Associated member” means a member that meets the 326 (9) “Protected-series manager” means a person under whose
298 requirements of s. 605.2302. 327 authority the powers of a protected series are exercised and
299 (4) “Foreign protected series” means a series, protected 328 under whose direction the activities and affairs of the
300 series, protected cell, segregated account, or similar part of a 329 protected series are managed under the operating agreement and
301 foreign limited liability company, however the part is 330 this chapter.
302 denominated, which is established under law that limits, or 331 (10) “Protected-series transferable interest” means the
303 limits if conditions specified under law are satisfied, the 332 right, as initially owned by a person in the person’s capacity
304 liability of the part to a creditor of the foreign company or of 333 as an associated member, to receive distributions from a
305 another part of the structure, regardless of whether the law 334 protected series, regardless of whether the person remains a
306 uses the term “protected series.” 335 member or continues to own any part of the right. The term
307 (5) “Foreign series limited liability company” means a 336 includes a fraction of an interest.
308 foreign limited liability company that has at least one foreign 337 (11) “Protected-series transferee” means a person other
309 series or protected series. 338 than the series limited liability company to which all or part
310 (6) “Non-associated asset” means either of the following: 339 of a protected-series transferable interest of a protected
311 (a) An asset of a series limited liability company which is 340 series of a series limited liability company has been
312 not an associated asset of the company; or 341 transferred. The term includes a person that owns a protected-
313 (b) An asset of a protected series of a series limited 342 series transferable interest as a result of ceasing to be an
314 liability company which is not an associated asset of the 343 associated member of a protected series.
315 protected series. 344 (12) “Registered foreign protected series” means a
316 (7) “Person” has the same meaning as in s. 605.0102 and 345 protected series of a foreign series limited liability company
317 includes a protected series, however denominated, of an entity 346 that has an active certificate of authority to transact business
318 if the protected series is established under law that limits, or 347 in this state pursuant to a record filed with the department.
319 limits if conditions specified under law are satisfied, the 348 (13) “Registered foreign series limited liability company”
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349 means a foreign series limited liability company that has an 378 (4), a protected series of a series limited liability company
350 active certificate of authority to transact business in this 379 has the same powers and purposes as the series limited liability
351 state pursuant to a record filed with the department. 380 company.
352 (14) “Series limited liability company,” except in the 381 (3) A protected series of a series limited liability
353 phrase “foreign series limited liability company,” means a 382 company ceases to exist not later than when the series limited
354 domestic limited liability company that has at least one 383 liability company completes its winding up.
355 protected series. 384 (4) A protected series of a series limited liability
356 Section 7. Section 605.2103, Florida Statutes, is created 385 company may not be or do, as applicable, any of the following:
357 to read: 386 (a) Be a member of the series limited liability company;
358 605.2103 Nature of protected status.—A protected series of 387 (b) Establish a protected series; or
359 a series limited liability company is a person distinct from all 388 (c) Except as permitted by the laws of this state other
360 of the following: 389 than this chapter, have a purpose or power, or take an action,
361 (1) The series limited liability company, subject to ss. 390 that the laws of this state other than this chapter prohibit a
362 605.2104(3), 605.2501(1), and 605.2502(4). 391 limited liability company from having or doing.
363 (2) Another protected series of the series limited 392 Section 9. Section 605.2105, Florida Statutes, is created
364 liability company. 393 to read:
365 (3) A member of the series limited liability company, 394 605.2105 Protected series governing law.—The laws of this
366 regardless of whether the member is an associated member of the 395 state govern the following:
367 protected series of the series limited liability company. 396 (1) The internal affairs of a protected series of a series
368 (4) A protected-series transferee of a protected series of 397 limited liability company, including all of the following:
369 the series limited liability company. 398 (a) Relations among any associated members of the protected
370 (5) A transferee of a transferable interest of the series 399 series.
371 limited liability company. 400 (b) Relations between the protected series and:
372 Section 8. Section 605.2104, Florida Statutes, is created 401 1. Any associated member;
373 to read: 402 2. Any protected-series manager; or
374 605.2104 Powers and duration of protected series.— 403 3. Any protected-series transferee.
375 (1) A protected series of a series limited liability 404 (c) Relations between any associated member and:
376 company has the capacity to sue and be sued in its own name. 405 1. Any protected-series manager; or
377 (2) Except as otherwise provided in subsections (3) and 406 2. Any protected-series transferee.
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407 (d) The rights and duties of a protected-series manager. 436 (d) A protected-series transferee that is not a protected-
408 (e) Governance decisions affecting the activities and 437 series transferee of the protected series;
409 affairs of the protected series and the conduct of those 438 (e) A manager of the series limited liability company; or
410 activities and affairs. 439 (f) A transferee of a transferable interest of the series
411 (f) Procedures and conditions for becoming an associated 440 limited liability company.
412 member or a protected-series transferee. 441 (4) The liability of a series limited liability company for
413 (2) The relations between a protected series of a series 442 a debt, an obligation, or another liability of a protected
414 limited liability company and each of the following: 443 series of the series limited liability company if the debt,
415 (a) The series limited liability company. 444 obligation, or liability is asserted solely in connection with
416 (b) Another protected series of the series limited 445 any of the following on the part of the series limited liability
417 liability company. 446 company:
418 (c) A member of the series limited liability company which 447 (a) Having delivered to the department for filing under s.
419 is not an associated member of the protected series of the 448 605.2201(2) a protected series designation pertaining to the
420 series limited liability company. 449 protected series or under s. 605.2201(4) or s. 605.2202(3) a
421 (d) A protected-series manager that is not a protected- 450 statement of designation change pertaining to the protected
422 series manager of the protected series. 451 series;
423 (e) A protected-series transferee that is not a protected- 452 (b) Being or acting as a protected-series manager of the
424 series transferee of the protected series. 453 protected series;
425 (3) The liability of a person for a debt, an obligation, or 454 (c) Having the protected series be or act as a manager of
426 another liability of a protected series of a series limited 455 the series limited liability company; or
427 liability company if the debt, obligation, or liability is 456 (d) Owning a protected-series transferable interest of the
428 asserted solely by reason of the person being or acting as any 457 protected series.
429 of the following: 458 (5) The liability of a protected series of a series limited
430 (a) An associated member, protected-series transferee, or 459 liability company for a debt, an obligation, or another
431 protected-series manager of the protected series; 460 liability of the series limited liability company or of another
432 (b) A member of the series limited liability company which 461 protected series of the series limited liability company if the
433 is not an associated member of the protected series; 462 debt, obligation, or liability is asserted solely by reason of
434 (c) A protected-series manager that is not a protected- 463 any of the following:
435 series manager of the protected series; 464 (a) The protected series:
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465 1. Being a protected series of the series limited liability 494 affairs of the protected series and the conduct of those
466 company or having as a protected-series manager the series 495 activities and affairs.
467 limited liability company or another protected series of the 496 6. Procedures and conditions for becoming an associated
468 series limited liability company; or 497 member or a protected-series transferee.
469 2. Being or acting as a protected-series manager of another 498 (b) Relations between a protected series of the series
470 protected series of the series limited liability company or a 499 limited liability company and each of the following:
471 manager of the series limited liability company; or 500 1. The series limited liability company.
472 (b) The series limited liability company owning a 501 2. Another protected series of the series limited liability
473 protected-series transferable interest of the protected series. 502 company.
474 Section 10. Section 605.2106, Florida Statutes, is created 503 3. The protected series, any of its protected-series
475 to read: 504 managers, any associated member of the protected series, or any
476 605.2106 Relation of a protected series operating agreement 505 protected-series transferee of the protected series.
477 and the protected series provisions of this chapter.— 506 4. A person in the person’s capacity as:
478 (1) Except as otherwise provided in this section, and 507 a. A member of the series limited liability company which
479 subject to ss. 605.2107 and 605.2108, the operating agreement of 508 is not an associated member of the protected series;
480 a series limited liability company governs the following: 509 b. A protected-series transferee or protected-series
481 (a) The internal affairs of a protected series, including 510 manager of another protected series; or
482 all of the following: 511 c. A transferee of the series limited liability company.
483 1. Relations among any associated members of the protected 512 (2) If this chapter restricts the power of an operating
484 series. 513 agreement to affect a matter, the restriction applies to a
485 2. Relations between the protected series and: 514 matter under ss. 605.2101-605.2802 in accordance with s.
486 a. Any associated member of the protected series; 515 605.0105.
487 b. Any protected-series manager; or 516 (3) If a law of this state other than this chapter imposes
488 c. Any protected-series transferee. 517 a prohibition, limitation, requirement, condition, obligation,
489 3. Relations between any associated member and: 518 liability, or other restriction on a limited liability company;
490 a. Any protected-series manager; or 519 a member, a manager, or another agent of a limited liability
491 b. Any protected-series transferee. 520 company; or a transferee of a limited liability company, except
492 4. The rights and duties of a protected-series manager. 521 as otherwise provided in the laws of this state other than this
493 5. Governance decisions affecting the activities and 522 chapter, the restriction applies in accordance with s. 605.2108.
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523 (4) Except as otherwise provided in s. 605.2107, if the 552 (l) Section 605.2302;
524 operating agreement of a series limited liability company does 553 (m) Section 605.2303(1) or (2);
525 not provide for a matter described in subsection (1) in a manner 554 (n) Section 605.2304(3) or (6);
526 authorized by ss. 605.2101-605.2802, the matter is determined in 555 (o) Section 605.2401, except to decrease or eliminate a
527 accordance with the following: 556 limitation of liability stated in that section;
528 (a) To the extent that ss. 605.2101-605.2802 address the 557 (p) Section 605.2402;
529 matter, ss. 605.2101-605.2802 govern. 558 (q) Section 605.2403;
530 (b) To the extent that ss. 605.2101-605.2802 do not address 559 (r) Section 605.2404;
531 the matter, this chapter governs the matter in accordance with 560 (s) Section 605.2501(1), (4), and (5);
532 s. 605.2108. 561 (t) Section 605.2502, except to designate a different
533 Section 11. Section 605.2107, Florida Statutes, is created 562 person to manage winding up;
534 to read: 563 (u) Section 605.2503;
535 605.2107 Additional limitations on operating agreements.— 564 (v) Sections 605.2601-605.2608;
536 (1) An operating agreement may not vary the effect of: 565 (w) Sections 605.2701-605.2704;
537 (a) This section; 566 (x) Sections 605.2801-605.2802, except to vary the person
538 (b) Section 605.2103; 567 that has the right to sign and deliver to the department for
539 (c) Section 605.2104(1); 568 filing a record under this chapter; or
540 (d) Section 605.2104(2), to provide a protected series a 569 (y) A provision of this chapter pertaining to:
541 power beyond those provided in this chapter to a limited 570 1. A registered office or registered agents; or
542 liability company; 571 2. The department, including provisions relating to records
543 (e) Section 605.2104(3) or (4); 572 authorized or required to be delivered to the department for
544 (f) Section 605.2105; 573 filing under this chapter.
545 (g) Section 605.2106; 574 (2) An operating agreement may not unreasonably restrict
546 (h) Section 605.2108; 575 the duties and rights conferred under s. 605.2305 but may impose
547 (i) Section 605.2201, except to vary the manner in which a 576 reasonable restrictions on the availability and use of
548 series limited liability company approves establishing a 577 information obtained under that section and may provide
549 protected series; 578 appropriate remedies, including liquidated damages, for a breach
550 (j) Section 605.2202; 579 of any reasonable restriction on use.
551 (k) Section 605.2301; 580 Section 12. Section 605.2108, Florida Statutes, is created
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581 to read: 610 (g) Any creditor or other obligee of the protected series
582 605.2108 Application of this chapter to protected series.— 611 is deemed to be a creditor or obligee of the series limited
583 (1) Except as otherwise provided in subsection (2) and s. 612 liability company deemed to exist under paragraph (a).
584 605.2107, the following provisions apply in the application of 613 (2) Subsection (1) does not apply if its application would
585 ss. 605.2106, 605.2304(3) and (6), 605.2501(4)(a), 605.2502(1), 614 do either of the following:
586 and 605.2503(2): 615 (a) Contravene s. 605.0105; or
587 (a) A protected series of a series limited liability 616 (b) Authorize or require the department to:
588 company is deemed to be a limited liability company that is 617 1. Accept for filing a type of record which this chapter
589 formed separately from the series limited liability company and 618 does not authorize or require a person to deliver to the
590 is distinct from the series limited liability company and any 619 department for filing; or
591 other protected series of the series limited liability company; 620 2. Make or deliver a record that this chapter does not
592 (b) An associated member of the protected series of a 621 authorize or require the department to make or deliver.
593 series limited liability company is deemed to be a member of the 622 (3) Except to the extent otherwise specified in ss.
594 series limited liability company deemed to exist under paragraph 623 605.2101-605.2802, the provisions of this chapter applicable to
595 (a); 624 limited liability companies in general and their managers,
596 (c) A protected-series transferee of the protected series 625 members, and transferees, including, but not limited to,
597 is deemed to be a transferee of the series limited liability 626 provisions relating to formation, powers, operation, existence,
598 company deemed to exist under paragraph (a); 627 management, court proceedings, and filings with the department
599 (d) A protected-series transferable interest of the 628 and other state or local government agencies, are applicable to
600 protected series is deemed to be a transferable interest of the 629 each series limited liability company and to each protected
601 series limited liability company deemed to exist under paragraph 630 series established pursuant to s. 605.2201.
602 (a); 631 Section 13. Section 605.2201, Florida Statutes, is created
603 (e) A protected-series manager is deemed to be a manager of 632 to read:
604 the series limited liability company deemed to exist under 633 605.2201 Establishment of protected series; change of
605 paragraph (a); 634 designation.—
606 (f) An asset of the protected series is deemed to be an 635 (1) With the affirmative vote or consent of all members of
607 asset of the series limited liability company deemed to exist 636 a limited liability company, the company may establish a
608 under paragraph (a), regardless of whether the asset is an 637 protected series.
609 associated asset of the protected series; or 638 (2) To establish a protected series, a limited liability
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639 company shall deliver to the department for filing a protected 668 (a) Begin with the name of the series limited liability
640 series designation, signed by the company, stating the name of 669 company, including any word or abbreviation required by s.
641 the company and the name of the protected series to be 670 605.0112; and
642 established, and any other information the department requires 671 (b) Contain the phrase “protected series” or the
643 for filing. 672 abbreviation “P.S.” or “PS.”
644 (3) A protected series is established when the protected 673 (3) If a series limited liability company changes its name,
645 series designation takes effect under s. 605.0207. 674 the company must deliver to the department for filing a
646 (4) To amend a protected series designation, a series 675 statement of designation change for each of the company’s
647 limited liability company shall deliver to the department for 676 protected series, changing the name of each protected series to
648 filing a statement of designation change, signed by the company, 677 comply with this section.
649 that sets forth the following: 678 Section 15. Section 605.2203, Florida Statutes, is created
650 (a) The name of the series limited liability company and 679 to read:
651 the name of the protected series to which the change to the 680 605.2203 Registered agent.—
652 protected series designation applies; 681 (1) The registered agent in this state for a series limited
653 (b) Each change to the protected series designation; and 682 liability company is the registered agent in this state for each
654 (c) A statement that each designation change was approved 683 protected series of that company.
655 by the affirmative vote or consent of the members of the series 684 (2) Before delivering a protected series designation to the
656 limited liability company required to make each change to the 685 department for filing, a series limited liability company must
657 protected series designation. 686 agree with a registered agent specifying that the agent will
658 (5) Each designation change made pursuant to subsection (4) 687 serve as the registered agent in this state for that company and
659 takes effect when the statement of designation change takes 688 for each protected series of that company.
660 effect under s. 605.0207. 689 (3) A person that signs a protected series designation
661 Section 14. Section 605.2202, Florida Statutes, is created 690 delivered to the department for filing affirms as a fact that
662 to read: 691 the series limited liability company on whose behalf the
663 605.2202 Protected series name.— 692 designation is delivered has complied with subsection (2).
664 (1) Except as otherwise provided in subsection (2), the 693 (4) A person that ceases to be the registered agent for a
665 name of a protected series must comply with s. 605.0112. 694 series limited liability company ceases to be the registered
666 (2) The name of a protected series of a series limited 695 agent for each protected series of that company.
667 liability company must: 696 (5) A person that ceases to be the registered agent for a
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697 protected series of a series limited liability company, other 726 principal office in this state of the series limited liability
698 than as a result of the termination of the protected series, 727 company.
699 ceases to be the registered agent of that company and any other 728 (3) Any notice or demand on a registered foreign series
700 protected series of that company. 729 limited liability company or a registered foreign protected
701 (6) Except as otherwise agreed upon by a series limited 730 series of a registered foreign series limited liability company
702 liability company and its registered agent, the registered agent 731 under this chapter may be given or made to any member of a
703 is not obligated to distinguish between a process, notice, 732 member-managed foreign series limited liability company or to
704 demand, or other record concerning the company and a process, 733 any manager of a manager-managed foreign series limited
705 notice, demand, or other record concerning a protected series of 734 liability company; to the registered agent of the registered
706 the company. 735 foreign series limited liability company at the registered
707 Section 16. Section 605.2204, Florida Statutes, is created 736 office of the registered foreign series limited liability
708 to read: 737 company in this state; or to the principal office address, or
709 605.2204 Series limited liability company; service of 738 any other address in this state which is, in fact, the principal
710 process; giving notice or making demand.— 739 office in this state of the registered foreign series limited
711 (1) Process against a series limited liability company, a 740 liability company.
712 protected series of a series limited liability company, a 741 (4) This section does not affect the right to serve process
713 registered foreign series limited liability company, or a 742 on, give notice to, or make a demand on a series limited
714 registered foreign protected series of a registered foreign 743 liability company or any protected series of a series limited
715 series limited liability company, respectively, may be served in 744 liability company, or to or on any foreign series limited
716 the same manner as service is made on each such entity under s. 745 liability company or any protected series of the foreign series
717 48.062 and chapter 48 or chapter 49. 746 limited liability company, in any other manner provided by law.
718 (2) Any notice or demand on a series limited liability 747 Section 17. Section 605.2205, Florida Statutes, is created
719 company or a protected series of a series limited liability 748 to read:
720 company under this chapter may be given or made to any member of 749 605.2205 Certificate of status for domestic or foreign
721 a member-managed series limited liability company or to any 750 protected series.—
722 manager of a manager-managed series limited liability company; 751 (1) The department, upon request, payment of the requisite
723 to the registered agent of a series limited liability company at 752 fee, and compliance with any other filing requirements of the
724 the registered office of the series limited liability company in 753 department, shall issue a certificate of status for a protected
725 this state; or to any other address in this state which is the 754 series of a series limited liability company if the records
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755 filed in the department show that the department has accepted 784 the series limited liability company or received a record
756 and filed articles of organization for the series limited 785 notifying the department that the company has been dissolved by
757 liability company and a protected series designation for the 786 judicial action pursuant to s. 605.0705.
758 protected series. A certificate of status for a protected series 787 (i) Whether the department has administratively dissolved
759 of a series limited liability company must state all of the 788 the protected series or received a record notifying the
760 following: 789 department that the protected series has been dissolved by
761 (a) The series limited liability company’s name. 790 judicial action pursuant to s. 605.2501(4) or (5).
762 (b) The name of the protected series. 791 (j) Whether the department has filed articles of
763 (c) That the series limited liability company was organized 792 dissolution for the series limited liability company.
764 under the laws of this state and the date of organization. 793 (k) Whether the department has filed a statement of
765 (d) That the protected series was designated under the laws 794 dissolution, termination, or relocation for the protected
766 of this state and the date of designation. 795 series.
767 (e) Whether all fees and penalties due to the department 796 (2) The department, upon request, payment of the requisite
768 under this chapter or other law by the series limited liability 797 fee, and compliance with any other filing requirements of the
769 company and the protected series have been paid. 798 department, shall issue a certificate of status for a foreign
770 (f) Whether the series limited liability company’s most 799 protected series of a foreign series limited liability company
771 recent annual report required by s. 605.0212 has been filed by 800 if the records filed in the department show that the department
772 the department. 801 has filed a certificate of authority for the foreign series
773 (g) Whether the series limited liability company’s most 802 limited liability company and a certificate of authority for the
774 recent annual report includes the name of the protected series, 803 foreign protected series. A certificate of status for a
775 unless: 804 registered foreign protected series of a registered foreign
776 1. When the series limited liability company delivered the 805 series limited liability company must state all of the
777 annual report for filing, the protected series designation 806 following:
778 pertaining to the protected series had not yet taken effect; or 807 (a) The foreign series limited liability company’s name and
779 2. After the series limited liability company delivered the 808 any current alternative name adopted under s. 605.0906(1) for
780 annual report for filing, the company delivered to the 809 use in this state.
781 department for filing a statement of designation change, which 810 (b) The name of the foreign protected series and any
782 changes the name of the protected series. 811 current alternative name adopted under s. 605.0906(1) for use in
783 (h) Whether the department has administratively dissolved 812 this state.
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813 (c) That the foreign series limited liability company is 842 for the foreign protected series.
814 authorized to transact business in this state. 843 (3) Subject to any qualification stated by the department
815 (d) That the foreign protected series is authorized to 844 in a certificate of status, a certificate of status issued by
816 transact business in this state. 845 the department may be relied upon as conclusive evidence of the
817 (e) Whether all fees and penalties due to the department 846 facts stated in the certificate of status as to the active
818 under this chapter or other law by the foreign series limited 847 status of the domestic or foreign series limited liability
819 liability company and the foreign protected series have been 848 company and any protected series of the domestic or foreign
820 paid. 849 limited liability company authorized to transact business in
821 (f) Whether the foreign series limited liability company’s 850 this state.
822 most recent annual report required by s. 605.0212 has been filed 851 Section 18. Section 605.2206, Florida Statutes, is created
823 by the department. 852 to read:
824 (g) Whether the foreign series limited liability company’s 853 605.2206 Information required in annual report; failure to
825 most recent annual report includes the name of the foreign 854 comply.—
826 protected series, unless: 855 (1) In the annual report required by s. 605.0212, a series
827 1. When the foreign series limited liability company 856 limited liability company shall include the name of each
828 delivered the annual report for filing, the foreign protected 857 protected series of the company:
829 series designation pertaining to the foreign protected series 858 (a) For which the series limited liability company has
830 had not yet taken effect; or 859 previously delivered to the department for filing a protected
831 2. After the foreign series limited liability company 860 series designation; and
832 delivered the annual report for filing, the foreign series 861 (b) Which has not dissolved and completed winding up.
833 limited liability company delivered to the department for filing 862 (2) The failure of a series limited liability company to
834 a statement of designation change which changes the name of the 863 comply with subsection (1) with regard to a protected series
835 foreign protected series. 864 prevents issuance of a certificate of status pertaining to the
836 (h) Whether the department has: 865 protected series, but does not otherwise affect the protected
837 1. Revoked the foreign series limited liability company’s 866 series.
838 certificate of authority or revoked the foreign protected series 867 (3) In the annual report required by s. 605.0212, a
839 certificate of authority; or 868 registered foreign series limited liability company shall
840 2. Filed a notice of withdrawal of the certificate of 869 include the name of each registered foreign protected series of
841 authority for the foreign series limited liability company or 870 the registered foreign series limited liability company:
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871 (a) For which the registered foreign series limited 900 2. Determine when and from which person the protected
872 liability company has previously delivered to the department for 901 series acquired the asset or how the asset otherwise became an
873 filing an application for a certificate of authority to transact 902 asset of the protected series; and
874 business in this state, which has been accepted by the 903 3. If the protected series acquired the asset from the
875 department; and 904 series limited liability company or another protected series of
876 (b) Which has not withdrawn its certificate of authority to 905 the company, determine any consideration paid, the payor, and
877 transact business in this state. 906 the payee.
878 (4) The failure of a registered foreign series limited 907 (b) A deed or other instrument granting an interest in real
879 liability company to comply with subsection (3) with regard to a 908 property to or from one or more protected series of a series
880 registered foreign protected series prevents issuance of a 909 limited liability company, or any other instrument otherwise
881 certificate of status pertaining to the registered foreign 910 affecting an interest in real property held by one or more
882 protected series. 911 protected series of a series limited liability company, in each
883 Section 19. Section 605.2301, Florida Statutes, is created 912 case to the extent such deed or other instrument is in favor of
884 to read: 913 a person who gives value without knowledge of the lack of
885 605.2301 Associated asset.— 914 authority of the person signing and delivering a deed or other
886 (1) Only an asset of a protected series may be an 915 instrument and is recorded in the office for recording transfers
887 associated asset of the protected series. Only an asset of a 916 or other matters affecting real property, is conclusive of the
888 series limited liability company may be an associated asset of 917 authority of the person signing and constitutes a record that
889 the company. 918 such interest in real property is an associated asset or
890 (2)(a) An asset of a protected series of a series limited 919 liability, as applicable, of the protected series.
891 liability company is an associated asset of the protected series 920 (3)(a) An asset of a series limited liability company is an
892 only if the protected series creates and maintains records that 921 associated asset of the company only if the company creates and
893 state the name of the protected series and describe the asset 922 maintains records that state the name of the company and
894 with sufficient specificity to permit a disinterested, 923 describe the asset with sufficient specificity to permit a
895 reasonable individual to: 924 disinterested, reasonable individual to:
896 1. Identify the asset and distinguish it from any other 925 1. Identify the asset and distinguish it from any other
897 asset of the protected series, any asset of the series limited 926 asset of the series limited liability company and any asset of
898 liability company, and any asset of any other protected series 927 any protected series of the company;
899 of the company; 928 2. Determine when and from which person the series limited
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929 liability company acquired the asset or how the asset otherwise 958 (a) A protected series may not hold an associated asset in
930 became an asset of the company; and 959 the name of the series limited liability company or another
931 3. If the series limited liability company acquired the 960 protected series of the company; and
932 asset from a protected series of the company, determine any 961 (b) A series limited liability company may not hold an
933 consideration paid, the payor, and the payee. 962 associated asset in the name of a protected series of the
934 (b) A deed or other instrument granting an interest in real 963 company.
935 property to or from a series limited liability company, or any 964 Section 20. Section 605.2302, Florida Statutes, is created
936 other instrument otherwise affecting an interest in real 965 to read:
937 property held by a series limited liability company, in each 966 605.2302 Associated member.—
938 case to the extent such deed or other instrument is in favor of 967 (1) Only a member of a series limited liability company may
939 a person who gives value without knowledge of the lack of 968 be an associated member of a protected series of the company.
940 authority of the person signing and delivering a deed or other 969 (2) A member of a series limited liability company becomes
941 instrument and is recorded in the office for recording transfers 970 an associated member of a protected series of the company if the
942 or other matters affecting real property, is conclusive of the 971 operating agreement or a procedure established by the operating
943 authority of the person signing and constitutes a record that 972 agreement states all of the following:
944 such interest in real property is an associated asset or 973 (a) That the member is an associated member of the
945 liability, as applicable, of the series limited liability 974 protected series.
946 company. 975 (b) The date on which the member became an associated
947 (4) The records and recordkeeping required by subsections 976 member of the protected series.
948 (2) and (3) may be organized by specific listing, category, 977 (c) Any protected-series transferable interest the
949 type, quantity, or computational or allocative formula or 978 associated member has in connection with becoming or being an
950 procedure, including a percentage or share of any asset, or in 979 associated member of the protected series.
951 any other reasonable manner. 980 (3) If a person that is an associated member of a protected
952 (5) To the extent authorized by this chapter and the laws 981 series of a series limited liability company is dissociated from
953 of this state other than this chapter, a series limited 982 the company, the person ceases to be an associated member of the
954 liability company or protected series of a series limited 983 protected series.
955 liability company may hold an associated asset directly or 984 Section 21. Section 605.2303, Florida Statutes, is created
956 indirectly, through a representative, nominee, or similar 985 to read:
957 arrangement, except for the following: 986 605.2303 Protected-series transferable interest.—
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987 (1) A protected-series transferable interest of a protected 1016 series limited liability company is the protected-series
988 series of a series limited liability company must be owned 1017 manager.
989 initially by an associated member of the protected series or the 1018 (3) Section 605.2108 applies to the determination of any
990 series limited liability company. 1019 duties of a protected-series manager of a protected series to
991 (2) If a protected series of a series limited liability 1020 each of the following:
992 company has no associated members when established, the company 1021 (a) The protected series.
993 owns the protected-series transferable interests in the 1022 (b) Any associated member of the protected series.
994 protected series. 1023 (c) Any protected-series transferee of the protected
995 (3) In addition to acquiring a protected-series 1024 series.
996 transferable series interest under subsection (2), a series 1025 (4) Solely by reason of being or acting as a protected-
997 limited liability company may acquire a protected-series 1026 series manager of a protected series, a person owes no duty to
998 transferable interest through a transfer from another person or 1027 any of the following:
999 as provided in the operating agreement. 1028 (a) The series limited liability company.
1000 (4) Except for s. 605.2108(1)(c), any provision of this 1029 (b) Another protected series of the series limited
1001 chapter which applies to a protected-series transferee of a 1030 liability company.
1002 protected series of a series limited liability company applies 1031 (c) Another person in that person’s capacity as:
1003 to the company in its capacity as an owner of a protected-series 1032 1. A member of the series limited liability company which
1004 transferable interest of the protected series. Any provision of 1033 is not an associated member of the protected series;
1005 the operating agreement of a series limited liability company 1034 2. A protected-series transferee or protected-series
1006 which applies to a protected-series transferee of a protected 1035 manager of another protected series; or
1007 series of the company applies to the company in its capacity as 1036 3. A transferee of the series limited liability company.
1008 an owner of a protected-series transferable interest of the 1037 (5) An associated member of a protected series of a series
1009 protected series. 1038 limited liability company has the same rights as any other
1010 Section 22. Section 605.2304, Florida Statutes, is created 1039 member of the company to vote on or consent to an amendment to
1011 to read: 1040 the company’s operating agreement or any other matter being
1012 605.2304 Management.— 1041 decided by the members, regardless of whether the amendment or
1013 (1) A protected series may have one or more protected- 1042 matter affects the interests of the protected series or the
1014 series managers. 1043 associated member.
1015 (2) If a protected series has no associated members, the 1044 (6) The right of a member to maintain a derivative action
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1045 to enforce a right of a limited liability company pursuant to s. 1074 protected series to the same extent, in the same manner, and
1046 605.0802 applies to each of the following: 1075 under the same conditions that a person dissociated as a member
1047 (a) An associated member of a protected series, in 1076 of a manager-managed limited liability company has a right to
1048 accordance with s. 605.2108. 1077 information concerning the limited liability company under s.
1049 (b) A member of a series limited liability company, in 1078 605.0410(4) or other applicable law.
1050 accordance with s. 605.2108. 1079 (3) If an associated member of a protected series dies, the
1051 (7) An associated member of a member-managed protected 1080 legal representative of the deceased associated member has a
1052 series is an agent for the protected series with power to bind 1081 right to information concerning the protected series to the same
1053 the protected series to the same extent that a member of a 1082 extent, in the same manner, and under the same conditions that
1054 member-managed limited liability company is an agent for the 1083 the legal representative of a deceased member of a limited
1055 company with power to bind the company under s. 605.04074(1)(a). 1084 liability company has a right to information concerning the
1056 A protected-series manager of a manager-managed protected series 1085 company under ss. 605.0410(9) and 605.0504.
1057 is an agent for the protected series with power to bind the 1086 (4) A protected-series manager of a protected series has a
1058 protected series to the same extent that a manager of a manager- 1087 right to information concerning the protected series to the same
1059 managed limited liability company is an agent for the company 1088 extent, in the same manner, and under the same conditions that a
1060 with power to bind the company under s. 605.04074(2)(b). 1089 manager of a manager-managed limited liability company has a
1061 Section 23. Section 605.2305, Florida Statutes, is created 1090 right to information concerning the company under s.
1062 to read: 1091 605.0410(3)(a).
1063 605.2305 Right of a person that is not an associated member 1092 (5) The court-ordered inspection provisions of s. 605.0411
1064 of a protected series to information of a protected series.— 1093 apply to the information rights regarding series limited
1065 (1) A member of a series limited liability company which is 1094 liability companies and protected series of such companies.
1066 not an associated member of a protected series of the company 1095 Section 24. Section 605.2401, Florida Statutes, is created
1067 has a right to information concerning the protected series to 1096 to read:
1068 the same extent, in the same manner, and under the same 1097 605.2401 Limitations on liability.—
1069 conditions that a member that is not a manager of a manager- 1098 (1) A person is not liable, directly or indirectly, by way
1070 managed limited liability company has a right to information of 1099 of contribution or otherwise, for a debt, an obligation, or
1071 the company under s. 605.0410(1) and (3)(b). 1100 another liability of either of the following:
1072 (2) A person that was formerly an associated member of a 1101 (a) A protected series of a series limited liability
1073 protected series has a right to information concerning the 1102 company solely by reason of being or acting as:
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1103 1. An associated member, protected-series manager, or 1132 liability of the company or another protected series of the
1104 protected-series transferee of the protected series; or 1133 company solely by reason of:
1105 2. A member, manager, or transferee of the company; or 1134 1. Being a protected series of the series limited liability
1106 (b) A series limited liability company solely by reason of 1135 company;
1107 being or acting as an associated member, protected-series 1136 2. Being or acting as a manager of the series limited
1108 manager, or protected-series transferee of a protected series of 1137 liability company or a protected-series manager of another
1109 the company. 1138 protected series of the company; or
1110 (2) Subject to s. 605.2404, the following apply: 1139 3. Having the series limited liability company or another
1111 (a) A debt, an obligation, or another liability of a series 1140 protected series of the company be or act as a protected-series
1112 limited liability company is solely the debt, obligation, or 1141 manager of the protected series.
1113 liability of the company. 1142 Section 25. Section 605.2402, Florida Statutes, is created
1114 (b) A debt, an obligation, or another liability of a 1143 to read:
1115 protected series is solely the debt, obligation, or liability of 1144 605.2402 Claim seeking to disregard limitation of
1116 the protected series. 1145 liability.—
1117 (c) A series limited liability company is not liable, 1146 (1) Except as otherwise provided in subsection (2), a claim
1118 directly or indirectly, by way of contribution or otherwise, for 1147 seeking to disregard a limitation in s. 605.2401 is governed by
1119 a debt, an obligation, or another liability of a protected 1148 the principles of law and equity, including a principle
1120 series of the company solely by reason of the protected series 1149 providing a right to a creditor or holding a person liable for a
1121 being a protected series of the company, or the series limited 1150 debt, an obligation, or another liability of another person,
1122 liability company: 1151 which would apply if each protected series of a series limited
1123 1. Being or acting as a protected-series manager of the 1152 liability company were a limited liability company formed
1124 protected series; 1153 separately from the series limited liability company and
1125 2. Having the protected series manage the series limited 1154 distinct from the series limited liability company and any other
1126 liability company; or 1155 protected series of the series limited liability company.
1127 3. Owning a protected-series transferable interest of the 1156 (2) The failure of a limited liability company or a
1128 protected series. 1157 protected series to observe formalities relating to the exercise
1129 (d) A protected series of a series limited liability 1158 of its powers or management of its activities and affairs is not
1130 company is not liable, directly or indirectly, by way of 1159 a ground to disregard a limitation in s. 605.2401(1) but may be
1131 contribution or otherwise, for a debt, an obligation, or another 1160 a ground to disregard a limitation in s. 605.2401(2).
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1161 (3) This section applies to a claim seeking to disregard a 1190 asset.—
1162 limitation of liability applicable to a foreign series limited 1191 (1) For the purposes of this section, the term:
1163 liability company or foreign protected series and comparable to 1192 (a) “Enforcement date” means 12:01 a.m. on the date on
1164 a limitation stated in s. 605.2401, if either of the following 1193 which a claimant first serves process on a series limited
1165 applies: 1194 liability company or protected series in an action seeking to
1166 (a) The claimant is a resident of this state, transacting 1195 enforce a claim against an asset of the company or protected
1167 business in this state, or authorized to transact business in 1196 series by attachment, levy, or similar means under this section.
1168 this state; or 1197 (b) “Incurrence date,” subject to s. 605.2608(2), means the
1169 (b) The claim is to establish or enforce a liability 1198 date on which a series limited liability company or protected
1170 arising under law of this state other than this chapter or from 1199 series of the company incurred the liability giving rise to a
1171 an act or omission in this state. 1200 claim that a claimant seeks to enforce under this section.
1172 Section 26. Section 605.2403, Florida Statutes, is created 1201 (2) If a claim against a series limited liability company
1173 to read: 1202 or a protected series of the company has been reduced to
1174 605.2403 Remedies of judgment creditor of associated member 1203 judgment, in addition to any other remedy provided by law or
1175 or other holder of a protected-series transferee.—The provisions 1204 equity, the judgment may be enforced in accordance with the
1176 of s. 605.0503 providing or restricting remedies available to a 1205 following:
1177 judgment creditor of a member or transferee of a limited 1206 (a) A judgment against the series limited liability company
1178 liability company apply to a judgment creditor of either or both 1207 may be enforced against an asset of a protected series of the
1179 of the following: 1208 company if the asset:
1180 (1) An associated member or other holder of a protected- 1209 1. Was a non-associated asset of the protected series on
1181 series transferable interest in a protected series of a series 1210 the incurrence date; or
1182 limited liability company or a foreign series limited liability 1211 2. Is a non-associated asset of the protected series on the
1183 company. 1212 enforcement date.
1184 (2) A series limited liability company, to the extent the 1213 (b) A judgment against a protected series may be enforced
1185 company owns a protected-series transferable interest of a 1214 against an asset of the series limited liability company if the
1186 protected series. 1215 asset:
1187 Section 27. Section 605.2404, Florida Statutes, is created 1216 1. Was a non-associated asset of the series limited
1188 to read: 1217 liability company on the incurrence date; or
1189 605.2404 Enforcement of claim against non-associated 1218 2. Is a non-associated asset of the series limited
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1219 liability company on the enforcement date. 1248 (c) The asset is not identified in the records of the
1220 (c) A judgment against a protected series may be enforced 1249 foreign series limited liability company or foreign protected
1221 against an asset of another protected series of the series 1250 series in a manner comparable to the manner required by s.
1222 limited liability company if the asset: 1251 605.2301.
1223 1. Was a non-associated asset of the other protected series 1252 Section 28. Section 605.2501, Florida Statutes, is created
1224 on the incurrence date; or 1253 to read:
1225 2. Is a non-associated asset of the other protected series 1254 605.2501 Events causing dissolution of protected series.—A
1226 on the enforcement date. 1255 protected series of a series limited liability company is
1227 (3) In addition to any other remedy provided by law or 1256 dissolved, and its activities and affairs must be wound up, upon
1228 equity, if a claim against a series limited liability company or 1257 the occurrence of any of the following:
1229 a protected series has not been reduced to a judgment and law 1258 (1) Dissolution of the series limited liability company.
1230 other than this chapter permits a prejudgment remedy by 1259 (2) Occurrence of an event or a circumstance that the
1231 attachment, levy, or similar means, the court may apply 1260 operating agreement states causes dissolution of the protected
1232 subsection (2) as a prejudgment remedy. 1261 series.
1233 (4) In a proceeding under this section, the party asserting 1262 (3) Affirmative vote or consent of all associated members
1234 that an asset is or was an associated asset of a series limited 1263 of the protected series.
1235 liability company or a protected series of the series limited 1264 (4) Entry by the court of an order dissolving the protected
1236 liability company has the burden of proof on the issue. 1265 series on application by an associated member or a protected-
1237 (5) This section applies to an asset of a foreign series 1266 series manager of the protected series:
1238 limited liability company or foreign protected series if all of 1267 (a) In accordance with s. 605.2108; and
1239 the following apply: 1268 (b) To the same extent, in the same manner, and on the same
1240 (a) The asset is real or tangible property located in this 1269 grounds the court would enter an order dissolving a limited
1241 state. 1270 liability company on application by a member or manager of the
1242 (b) The claimant is a resident of this state or is 1271 limited liability company pursuant to s. 605.0702.
1243 transacting business or authorized to transact business in this 1272 (5) Entry by the court of an order dissolving the protected
1244 state, or the claim under this section is to enforce a judgment, 1273 series on application by the series limited liability company or
1245 or to seek a prejudgment remedy, pertaining to a liability 1274 a member or manager of the series limited liability company:
1246 arising from the law of this state other than this chapter or an 1275 (a) In accordance with s. 605.2108; and
1247 act or omission in this state. 1276 (b) To the same extent, in the same manner, and on the same
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1277 grounds the court would enter an order dissolving a limited 1306 limited liability company of articles of dissolution with the
1278 liability company on application by a member or manager of the 1307 department under s. 605.0707.
1279 limited liability company pursuant to s. 605.0702. 1308 (3) When a protected series of a series limited liability
1280 (6) Automatic or involuntary dissolution of the series 1309 company has completed winding up in accordance with s. 605.0709,
1281 limited liability company that established the protected series. 1310 the company that established the protected series may deliver to
1282 (7) The filing of a statement of administrative dissolution 1311 the department for filing a statement of designation
1283 of the limited liability company or a protected series of the 1312 cancellation, stating all of the following:
1284 company by the department pursuant to s. 605.0714. 1313 (a) The name of the company and the protected series.
1285 Section 29. Section 605.2502, Florida Statutes, is created 1314 (b) That the protected series is terminated with the
1286 to read: 1315 effective date of the termination if that date is not the date
1287 605.2502 Winding up dissolved protected series.— 1316 of filing of the statement of designation cancellation.
1288 (1) Subject to subsections (2) and (3) and in accordance 1317 (c) Any other information required by the department.
1289 with s. 605.2108, the following apply: 1318 (4) The filing of the statement of designation cancellation
1290 (a) A dissolved protected series shall wind up its 1319 by the department has the same effect as the filing by the
1291 activities and affairs in the same manner that a dissolved 1320 department of a statement of termination under s. 605.0709(7).
1292 limited liability company winds up its activities and affairs 1321 (5) A series limited liability company has not completed
1293 under s. 605.0709, subject to the same requirements and 1322 its winding up until each of the protected series of the company
1294 conditions, and with the same effects. 1323 has completed its winding up.
1295 (b) Judicial supervision or another judicial remedy is 1324 Section 30. Section 605.2503, Florida Statutes, is created
1296 available in the winding up of the protected series to the same 1325 to read:
1297 extent, in the same manner, under the same conditions, and with 1326 605.2503 Effects of reinstatement of series limited
1298 the same effects that apply under s. 605.0709(5). 1327 liability company; revocation of voluntary dissolution.—If a
1299 (2) When a protected series of a series limited liability 1328 series limited liability company that has been administratively
1300 company dissolves, the company may deliver to the department for 1329 dissolved is reinstated, or if a series limited liability
1301 filing its articles of protected series dissolution stating the 1330 company that voluntarily dissolved revokes its articles of
1302 name of the series limited liability company and the protected 1331 dissolution before filing a statement of termination, both of
1303 series and that the protected series is dissolved. The filing of 1332 the following apply:
1304 the articles of dissolution by the department has the same 1333 (1) Each protected series of the series limited liability
1305 effect with regard to the protected series as the filing by a 1334 company ceases winding up.
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1335 (2) Section 605.0708 applies to the series limited 1364 605.2602 Restrictions on entity transactions involving
1336 liability company and to each protected series of the company, 1365 protected series.—Except as provided in ss. 605.2605(2),
1337 in accordance with s. 605.2108. 1366 605.2606(2), and 605.2607(1), a protected series may not
1338 Section 31. Section 605.2601, Florida Statutes, is created 1367 participate in; be a party to; result from; or be formed,
1339 to read: 1368 organized, established, or created by either of the following:
1340 605.2601 Entity transactions involving a series limited 1369 (1) A conversion, domestication, interest exchange, or
1341 liability company or a protected series of the company 1370 merger under this chapter or the law of a foreign jurisdiction,
1342 restricted; definitions.—As used in ss. 605.2601-605.2608, the 1371 however the transaction is denominated under such law; or
1343 term: 1372 (2) A transaction with the same substantive effect as a
1344 (1) “After a merger” or “after the merger” means when a 1373 conversion, domestication, interest exchange, or merger under
1345 merger under s. 605.2604 becomes effective and any time 1374 the law of this state or a foreign jurisdiction.
1346 thereafter. 1375 Section 33. Section 605.2603, Florida Statutes, is created
1347 (2) “Before a merger” or “before the merger” means before a 1376 to read:
1348 merger under s. 605.2604 becomes effective. 1377 605.2603 Restrictions on entity transactions involving
1349 (3) “Continuing protected series” means a protected series 1378 series limited liability company.—A series limited liability
1350 of a surviving series limited liability company which continues 1379 company may not:
1351 in uninterrupted existence after a merger under s. 605.2604. 1380 (1) Participate in; be a party to; result from; or be
1352 (4) “Merging company” means a limited liability company 1381 formed, organized, established, or created by either of the
1353 that is party to a merger under s. 605.2604. 1382 following:
1354 (5) “Non-surviving company” means a merging company that 1383 (a) A conversion, domestication, or interest exchange,
1355 does not continue in existence after a merger under s. 605.2604. 1384 under this chapter or the law of a foreign jurisdiction, however
1356 (6) “Relocated protected series” means a protected series 1385 the transaction is denominated under such law; or
1357 of a non-surviving company which, after a merger under s. 1386 (b) A transaction with the same substantive effect as a
1358 605.2604, continues in uninterrupted existence as a protected 1387 conversion, domestication, or interest exchange under the law of
1359 series of the surviving company. 1388 this state or a foreign jurisdiction.
1360 (7) “Surviving company” means a merging company that 1389 (2) Except as otherwise provided in s. 605.2604, be a party
1361 continues in existence after a merger under s. 605.2604. 1390 to or the surviving company of either of the following:
1362 Section 32. Section 605.2602, Florida Statutes, is created 1391 (a) A merger under this chapter or the law of a foreign
1363 to read: 1392 jurisdiction, however a merger is denominated under such law; or
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1393 (b) A transaction with the same substantive effect as a 1422 or a protected-series transferee of the protected series after
1394 merger under the law of this state or a foreign jurisdiction. 1423 the merger, any consideration to be paid by, on behalf of, or in
1395 Section 34. Section 605.2604, Florida Statutes, is created 1424 respect of the person, the name of the payor, and the name of
1396 to read: 1425 the payee;
1397 605.2604 Restrictions on merger.—A series limited liability 1426 2. The name of any person whose rights or obligations in
1398 company may be a party to a merger in accordance with ss. 1427 the person’s capacity as an associated member or a protected-
1399 605.1021-605.1026, this section, and ss. 605.2605-605.2608 only 1428 series transferee will change after the merger;
1400 if both of the following apply: 1429 3. Any consideration to be paid to a person that before the
1401 (1) Each other party to the merger is a limited liability 1430 merger was an associated member or a protected-series transferee
1402 company. 1431 of the protected series and the name of the payor; and
1403 (2) The surviving company is not created in the merger. 1432 4. If, after the merger, the protected series will be a
1404 Section 35. Section 605.2605, Florida Statutes, is created 1433 relocated protected series, its new name.
1405 to read: 1434 (d) For any protected series to be established by the
1406 605.2605 Plan of merger.—In a merger under s. 605.2604, the 1435 surviving company as a result of the merger:
1407 plan of merger must do all of the following: 1436 1. The name of the protected series and the address of its
1408 (1) Comply with s. 605.1022 relating to the contents of a 1437 principal office;
1409 plan of merger of a limited liability company. 1438 2. Any protected-series transferable interest to be owned
1410 (2) State in a record: 1439 by the surviving company when the protected series is
1411 (a) For any protected series of a non-surviving company, 1440 established; and
1412 whether, after the merger, the protected series will be a 1441 3. The name of and any protected-series transferable
1413 relocated protected series or be dissolved, wound up, and 1442 interest owned by any person that will be an associated member
1414 terminated. 1443 of the protected series when the protected series is
1415 (b) For any protected series of the surviving company which 1444 established.
1416 exists before the merger, whether, after the merger, the 1445 (e) For any person that is an associated member of a
1417 protected series will be a continuing protected series or be 1446 relocated protected series and will remain a member after the
1418 dissolved, wound up, and terminated. 1447 merger, any amendment to the operating agreement of the
1419 (c) For each relocated protected series or continuing 1448 surviving limited liability company which:
1420 protected series: 1449 1. Is or is proposed to be in a record; and
1421 1. The name of any person that becomes an associated member 1450 2. Is necessary or appropriate to state the rights and
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1451 obligations of the person as a member of the surviving limited 1480 effects stated in s. 605.1026, all of the following apply:
1452 liability company. 1481 (1) As provided in the plan of merger, each protected
1453 Section 36. Section 605.2606, Florida Statutes, is created 1482 series of each merging series limited liability company which
1454 to read: 1483 was established before the merger is either a relocated
1455 605.2606 Articles of merger.—In a merger under s. 605.2604, 1484 protected series or continuing protected series, or is
1456 the articles of merger must do all of the following: 1485 dissolved, wound up, and terminated.
1457 (1) Comply with s. 605.1025 relating to the articles of 1486 (2) Any protected series to be established as a result of
1458 merger. 1487 the merger is established.
1459 (2) Include as an attachment all of the following records, 1488 (3) Any relocated protected series or continuing protected
1460 each to become effective when the merger becomes effective: 1489 series is the same person without interruption as it was before
1461 (a) For a protected series of a merging company being 1490 the merger.
1462 terminated as a result of the merger, a statement of designation 1491 (4) All property of a relocated protected series or
1463 cancellation and termination signed by the non-surviving merging 1492 continuing protected series continues to be vested in the
1464 company. 1493 protected series without transfer, reversion, or impairment.
1465 (b) For a protected series of a non-surviving company which 1494 (5) All debts, obligations, and other liabilities of a
1466 after the merger will be a relocated protected series: 1495 relocated protected series or continuing protected series
1467 1. A statement of relocation signed by the non-surviving 1496 continue as debts, obligations, and other liabilities of the
1468 company which contains the name of the series limited liability 1497 relocated protected series or continuing protected series.
1469 company and the name of the protected series before and after 1498 (6) Except as otherwise provided by law or the plan of
1470 the merger; and 1499 merger, all the rights, privileges, immunities, powers, and
1471 2. A statement of protected series designation signed by 1500 purposes of a relocated protected series or continuing protected
1472 the surviving company. 1501 series remain in the protected series.
1473 (c) For a protected series being established by the 1502 (7) The new name of a relocated protected series may be
1474 surviving company as a result of the merger, a protected series 1503 substituted for the former name of the relocated protected
1475 designation signed by the surviving company. 1504 series in any pending action or proceeding.
1476 Section 37. Section 605.2607, Florida Statutes, is created 1505 (8) To the extent provided in the plan of merger, the
1477 to read: 1506 following apply:
1478 605.2607 Effect of merger.—When a merger of a protected 1507 (a) A person becomes an associated member or a protected-
1479 series under s. 605.2604 becomes effective, in addition to the 1508 series transferee of a relocated protected series or continuing
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1509 protected series. 1538 merger; and
1510 (b) A person becomes an associated member of a protected 1539 2. Does not otherwise change.
1511 series established by the surviving company as a result of the 1540 (c) Subject to subsection (2), the following provisions
1512 merger. 1541 apply:
1513 (c) Any change in the rights or obligations of a person in 1542 1. In addition to the remedy stated in paragraph (b), a
1514 the person’s capacity as an associated member or a protected- 1543 creditor with a right conferred under s. 605.2404 which existed
1515 series transferee of a relocated protected series or continuing 1544 immediately before the merger against a non-surviving company or
1516 protected series takes effect. 1545 a relocated protected series may assert the right against:
1517 (d) Any consideration to be paid to a person that before 1546 a. An asset of the surviving company, other than an asset
1518 the merger was an associated member or a protected-series 1547 of the non-surviving company which vested in the surviving
1519 transferee of a relocated protected series or continuing 1548 company as a result of the merger;
1520 protected series is due. 1549 b. An asset of a continuing protected series;
1521 (9) Any person that is an associated member of a relocated 1550 c. An asset of a protected series established by the
1522 protected series becomes a member of the surviving company, if 1551 surviving company as a result of the merger;
1523 not already a member. 1552 d. If the creditor’s right was against an asset of the non-
1524 Section 38. Section 605.2608, Florida Statutes, is created 1553 surviving company, an asset of a relocated protected series; or
1525 to read: 1554 e. If the creditor’s right was against an asset of a
1526 605.2608 Application of s. 605.2404 after merger.— 1555 relocated protected series, an asset of another relocated
1527 (1) A creditor’s right that existed under s. 605.2404 1556 protected series.
1528 immediately before a merger under that section may be enforced 1557 2. In addition to the remedy stated in paragraph (b), a
1529 after the merger in accordance with the following provisions: 1558 creditor with a right that existed immediately before the merger
1530 (a) A creditor’s right that existed immediately before the 1559 against the surviving company or a continuing protected series
1531 merger against the surviving company, a continuing protected 1560 may assert the right against:
1532 series, or a relocated protected series continues without change 1561 a. An asset of a relocated protected series; or
1533 after the merger. 1562 b. An asset of a non-surviving company which vested in the
1534 (b) A creditor’s right that existed immediately before the 1563 surviving company as a result of the merger.
1535 merger against a non-surviving company: 1564 (2) For the purposes of paragraph (1)(c) and s.
1536 1. May be asserted against an asset of the non-surviving 1565 605.2404(2)(a)1., (b)1., and (c)1., the incurrence date is
1537 company which vested in the surviving company as a result of the 1566 deemed to be the date on which the merger becomes effective.
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1567 (3) A merger under s. 605.2604 does not affect the manner 1596 (a) The foreign series limited liability company.
1568 in which s. 605.2404 applies to a liability incurred after the 1597 (b) Another foreign protected series of the foreign series
1569 merger becomes effective. 1598 limited liability company.
1570 Section 39. Section 605.2701, Florida Statutes, is created 1599 (c) A member of the foreign series limited liability
1571 to read: 1600 company which is not an associated member of the foreign
1572 605.2701 Governing law; foreign series limited liability 1601 protected series.
1573 companies and foreign protected series.—The law of the governing 1602 (d) A foreign protected-series manager that is not a
1574 jurisdiction of a foreign series limited liability company 1603 protected-series manager of the foreign protected series.
1575 governs all of the following: 1604 (e) A foreign protected-series transferee that is not a
1576 (1) The internal affairs of a foreign protected series of 1605 foreign protected-series transferee of the foreign protected
1577 the foreign series limited liability company, including the 1606 series.
1578 following: 1607 (f) A transferee of a transferable interest of the foreign
1579 (a) Relations among any associated members of the foreign 1608 series limited liability company.
1580 protected series. 1609 (3) Except as otherwise provided in ss. 605.2402 and
1581 (b) Relations between the foreign protected series and: 1610 605.2404, the liability of a person for a debt, an obligation,
1582 1. Any associated member; 1611 or another liability of a foreign protected series of a foreign
1583 2. Any protected-series manager; or 1612 series limited liability company if the debt, obligation, or
1584 3. Any protected-series transferee. 1613 liability is asserted solely by reason of the person being or
1585 (c) Relations between any associated member and: 1614 acting as any of the following:
1586 1. Any protected-series manager; or 1615 (a) An associated member, a protected-series transferee, or
1587 2. Any protected-series transferee. 1616 a protected-series manager of the foreign protected series.
1588 (d) The rights and duties of a protected-series manager. 1617 (b) A member of the foreign series limited liability
1589 (e) Governance decisions affecting the activities and 1618 company which is not an associated member of the foreign
1590 affairs of the foreign protected series and the conduct of those 1619 protected series.
1591 activities and affairs. 1620 (c) A protected-series manager of another foreign protected
1592 (f) Procedures and conditions for becoming an associated 1621 series of the foreign series limited liability company.
1593 member or a protected-series transferee. 1622 (d) A protected-series transferee of another foreign
1594 (2) Relations between the foreign protected series and the 1623 protected series of the foreign series limited liability
1595 following: 1624 company.
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1625 (e) A manager of the foreign series limited liability 1654 foreign series limited liability company be or act as a foreign
1626 company. 1655 protected-series manager of the foreign protected series; or
1627 (f) A transferee of a transferable interest of the foreign 1656 2. Managing the foreign series limited liability company or
1628 series limited liability company. 1657 being or acting as a foreign protected-series manager of another
1629 (4) Except as otherwise provided in ss. 605.2402 and 1658 foreign protected series of the foreign series limited liability
1630 605.2404, the following apply: 1659 company.
1631 (a) The liability of the foreign series limited liability 1660 Section 40. Section 605.2702, Florida Statutes, is created
1632 company for a debt, an obligation, or another liability of a 1661 to read:
1633 foreign protected series of the foreign series limited liability 1662 605.2702 No attribution of activities constituting
1634 company if the debt, obligation, or liability is asserted solely 1663 transacting business or for establishing jurisdiction.—In
1635 by reason of the foreign protected series being a foreign 1664 determining whether a foreign series limited liability company
1636 protected series of the foreign series limited liability 1665 or foreign protected series of the foreign series limited
1637 company, or the foreign protected series limited liability 1666 liability company is transacting business in this state or is
1638 company: 1667 subject to the personal jurisdiction of the courts in this
1639 1. Being or acting as a foreign protected-series manager of 1668 state, the following apply:
1640 the foreign protected series; 1669 (1) The activities and affairs of the foreign series
1641 2. Having the foreign protected series manage the foreign 1670 limited liability company are not attributable to a foreign
1642 series limited liability company; or 1671 protected series of the foreign series limited liability company
1643 3. Owning a protected-series transferable interest of the 1672 solely by reason of the foreign protected series being a foreign
1644 foreign protected series. 1673 protected series of the foreign series limited liability
1645 (b) The liability of a foreign protected series for a debt, 1674 company.
1646 an obligation, or another liability of the foreign series 1675 (2) The activities and affairs of a foreign protected
1647 limited liability company or another foreign protected series of 1676 series are not attributable to the foreign series limited
1648 the foreign series limited liability company, if the debt, 1677 liability company or another foreign protected series of the
1649 obligation, or liability is asserted solely by reason of the 1678 foreign series limited liability company, solely by reason of
1650 foreign protected series: 1679 the foreign protected series being a foreign protected series of
1651 1. Being a foreign protected series of the foreign series 1680 the foreign series limited liability company.
1652 limited liability company or having the foreign series limited 1681 Section 41. Section 605.2703, Florida Statutes, is created
1653 liability company or another foreign protected series of the 1682 to read:
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1683 605.2703 Certificate of authority for foreign series 1712 least one person that has the authority to manage the foreign
1684 limited liability company and foreign protected series; 1713 limited liability company and that knows the name and street and
1685 amendment of application.— 1714 mailing address of:
1686 (1) Except as otherwise provided in this section and 1715 1. Each other foreign protected series of the foreign
1687 subject to ss. 605.2402 and 605.2404, the laws of this state 1716 series limited liability company; and
1688 governing application by a foreign limited liability company to 1717 2. The foreign protected-series manager of, and the
1689 obtain a certificate of authority to transact business in this 1718 registered agent for service of process on, each other foreign
1690 state as required under s. 605.0902, including the effect of 1719 protected series of the foreign series limited liability
1691 obtaining a certificate of authority under s. 605.0903, and the 1720 company.
1692 effect of failure to have a certificate of authority as 1721 (3) The name of a foreign protected series applying for a
1693 described in s. 605.0904, apply to a foreign series limited 1722 certificate of authority to transact business in this state must
1694 liability company and to a foreign protected series of a foreign 1723 comply with ss. 605.0112 and 605.2202, which may be accomplished
1695 series limited liability company, as if the foreign protected 1724 by using an alternate name pursuant to ss. 605.0906 and 865.09,
1696 series was a foreign limited liability company formed separately 1725 if the alternate name complies with ss. 605.0112, 605.0906, and
1697 from the foreign series limited liability company, and distinct 1726 605.2202.
1698 from the foreign series limited liability company and any other 1727 (4) The requirements in s. 605.0907 relating to required
1699 foreign protected series of the foreign series limited liability 1728 information and amending of a certificate of authority apply to
1700 company. 1729 the information required by subsection (2).
1701 (2) An application by a foreign protected series of a 1730 (5) Sections 605.0903-605.0912 apply to a foreign limited
1702 foreign series limited liability company for a certificate of 1731 liability company and to a protected series of a foreign series
1703 authority to transact business in this state must include all of 1732 limited liability company applying for, amending, or withdrawing
1704 the following: 1733 a certificate of authority to transact business in this state.
1705 (a) The name and governing jurisdiction of the foreign 1734 Section 42. Section 605.2704, Florida Statutes, is created
1706 series limited liability company and the foreign protected 1735 to read:
1707 series seeking a certificate of authority, and all of the other 1736 605.2704 Disclosure required when a foreign series limited
1708 information required under s. 605.0902, and any other 1737 liability company or foreign protected series becomes a party to
1709 information required by the department. 1738 a proceeding.—
1710 (b) If the company has other foreign protected series, the 1739 (1) Not later than 30 days after becoming a party to a
1711 name, title, capacity, and street and mailing address of at 1740 proceeding before a civil, administrative, or other adjudicative
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1741 tribunal of or located in this state, or a tribunal of the 1770 foreign protected series does not comply with subsection (1), a
1742 United States located in this state: 1771 party to the proceeding may do one or both of the following:
1743 (a) A foreign series limited liability company shall 1772 (a) Request the tribunal to treat the noncompliance as a
1744 disclose to each other party the name and street and mailing 1773 failure to comply with the tribunal’s discovery rules.
1745 address of: 1774 (b) Bring a separate proceeding in the court to enforce
1746 1. Each foreign protected series of the foreign series 1775 subsection (1).
1747 limited liability company; and 1776 Section 43. Section 605.2801, Florida Statutes, is created
1748 2. Each foreign protected-series manager of and a 1777 to read:
1749 registered agent for service of process for each foreign 1778 605.2801 Relation to Electronic Signatures in Global and
1750 protected series of the foreign series limited liability 1779 National Commerce Act.—Section 605.1102 applies to ss. 605.2101-
1751 company. 1780 605.2802.
1752 (b) A foreign protected series of a foreign series limited 1781 Section 44. Section 605.2802, Florida Statutes, is created
1753 liability company shall disclose to each other party the name 1782 to read:
1754 and street and mailing address of: 1783 605.2802 Effective date.—
1755 1. The foreign series limited liability company and each 1784 (1) Beginning January 1, 2026, this chapter governs all
1756 manager of the foreign series limited liability company and an 1785 domestic and foreign protected series limited liability
1757 agent for service of process for the foreign series limited 1786 companies and all domestic protected series and all foreign
1758 liability company; and 1787 series that transact business in this state.
1759 2. Any other foreign protected series of the foreign series 1788 (2) A domestic limited liability company formed before
1760 limited liability company and each foreign protected-series 1789 January 1, 2026, may not create or designate any protected
1761 manager of and an agent for service of process for the other 1790 series before the effective date of this act.
1762 foreign protected series. 1791 Section 45. This act shall take effect January 1, 2026.
1763 (2) If a foreign series limited liability company or
1764 foreign protected series challenges the personal jurisdiction of
1765 the tribunal, the requirement that the foreign series limited
1766 liability company or foreign protected series make disclosure
1767 under subsection (1) is tolled until the tribunal determines
1768 whether it has personal jurisdiction.
1769 (3) If a foreign series limited liability company or
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The Florida Senate
'lt(lxr MLeting Date
(----
APPEARANCE RECORD
Deliver both copies of this form to
3/6
Bill Number orTopic
( ,9r,rare {'c.e {- oo$ i s (,(n Senate professional staff conducting the meeting
Committee Amendment Barcode (if appllcable)
Name \" ()6 te (l' Phone Kse t"ol s-ooo
?.,t6 tl^,-\L lA/,e^,1 Arar \ (
Address
-J
Street ^
Email tt^
I
tLl+ Fc
Ctty State zip
Speaking: ! ror I Against I lnformation OR waive speak t^n, Ntn support ! Against
PLEASE CHECK ONE OF THE FOLLOWING:
lam appearing without I am a registered lobbyist, I am not a lobbyist, but received
compensation or sponsorship. K representing: something ofvalue for my appearance
(travel, meals, lodging, etc.),
sponsored by:
5e ot\
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
This form is part of the public record for this meeting. s-001 (o8/10/2021)
The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: February 4,2025
I respectfully request that Senate Bill #316, relating to Limited Liability Companies, be placed
on the
committee agenda at your earliest possible convenience.
next committee agenda.
d*W
Senator Lori Berman
Florida Senate, District 26
File signed original with committee office s-020 (03/2004)
Florida SBDC Network
Greg Britton, State Director
Who We Are
● State Designated as the principal provider of small business
assistance - F.S. [288.001]
● U.S. SBA resource partner
● Established by Congress in 1976 as one of 8 SBDC pilot programs
● Hosted statewide by the University of West Florida
○ SBDC in every state and U.S. territory
○ Florida is one of the largest networks in the country
● Hosted at institutes of higher education
● 9 regional offices + presence in all Florida’s 67 counties
FloridaSBDC.org
Our Network
● Celebrating 50 years of excellence in 2026
● 225+ consultants & staff
● Former business owners and executives
● Experts and specialists
● Live and work in the communities they serve
● Mission-driven team
FloridaSBDC.org
Our Services
● No-cost consulting
● Workshops + trainings
● Tools & market research
● Special services, including:
○ International trade
○ Government contracting
(APEX)
○ Disaster planning & recovery
FloridaSBDC.org
Florida SBDC Network 2023 Results
FloridaSBDC.org
Florida APEX Accelerator
● Funded through the Department of Defense
● Education & technical assistance to help
small businesses with federal, state & local
government contracts
● Rebuild the defense industrial base
● Our preliminary 2024 impact:
○ $566 million in government contracts
FloridaSBDC.org
Rural Impact
● Committed to helping rural small businesses
● Seven of nine regions serve all RAO counties
● Increase in consulting time in RAOs year-over-
year:
○ Government contracts
○ New business starts
○ Capital accessed
● RAOs secured 5% of all our capital secured last
year, exceeding their 4% share of Florida’s
population
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Disaster Recovery
● Primary resource partner within ESF 18
● Our support starts at preparedness
● Work with the State and SBA on recovery efforts
○ FloridaCommerce
■ Business Damage Assessment Survey
■ Florida Small Business Emergency Bridge Loan
○ SBA loans
○ Post-disaster challenges
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● Mobile Assistance Centers
FloridaSBDC.org
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Disaster Recovery Success Story | Nervous Nellie’s
● Waterfront restaurant in Fort Myers
● Florida SBDC client since 2017
● In 2022, they lost everything in Hurricane Ian
● Worked with their local Florida SBDC at
FGCU to apply for Florida Emergency Bridge
Loan & SBA Loans
● On January 20, 2024 Nervous Nellie’s re-
opened and were able to bring back 50 of
their original employees and plan to hire
an additional 50.
FloridaSBDC.org
Disaster Recovery Success Story | Roy's Restaurant
● Seafood bar & grill in Steinhatchee
● Following Helene, restaurant left in ruins
● Worked with their local Florida SBDC at
FAMU to apply for Florida Emergency
Bridge Loan & SBA Loans
● Thanks to disaster relief they have
since purchased a food truck to
operate on a smaller scale & are
preparing to rebuild this year!
FloridaSBDC.org
Thank You!
● Small businesses are Florida's
heroes!
● We remain committed to helping
Florida’s small businesses launch,
grow and thrive
FloridaSBDC.org
Questions?
850.898.3479 | info@FloridaSBDC.org
www.FloridaSBDC.org
The Florida Senate
7 \3 75 APPEARANCE RECORD ?lodLa *Dc
Meeting Date Bill Number orTopic
Deliver both copies of this form to
Senate professional staff conducting the meeting
Co YY^Y\6242 *-TLtrar,.'r 3 nr.
Committee Amendment Barcode (if applicable)
Name r\ Phone
e<D 6zt 2t 3+ -lq
Address 'L-l-c> Lras[- Ga.-At,t^ Str." f Email ;f, € D^an S6D c o
Street
Ptun<^r l^, ?v Vzsou
Ctty State Zip
Speaking: I ror ! Against
S tnfo,rution OR waive speaking: I tn Support ! Against
PLEASE CHECK ONE OF THE FOLLOWING:
I am appearing without lam a registered lobbyist, I am not a lobbyist, but received
compensation or sponsorship. representing: something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
This form is part of the public record for this meeting. s-001 (o8l10/2021)
CourtSmart Tag Report
Room: SB 110 Case No.: Type:
Caption: Senate Commerce Committee Judge:
Started: 2/18/2025 8:33:26 AM
Ends: 2/18/2025 9:05:00 AM Length: 00:31:35
8:33:24 AM Chair Leek calls meeting to order
8:33:30 AM Roll call
8:33:33 AM Quorum present
8:33:51 AM Chair Leek with comments
8:34:08 AM Tab 3, Presentation by Florida Small Business Development Center Network
8:34:38 AM Presentation by Greg Britton, State Director
8:38:38 AM Chair Leek with comments
8:38:54 AM Mr. Britton
8:47:56 AM Chair Leek with comments
8:48:01 AM Questions
8:48:05 AM Senator Wright
8:48:08 AM Mr. Britton
8:48:55 AM Chair Leek
8:49:00 AM Mr. Britton
8:49:33 AM Chair Leek
8:49:37 AM Mr. Britton
8:49:52 AM Chair Leek with comments
8:49:57 AM Tab 1, SB 320, Licensure requirements for Surveyors and Mappers
8:50:25 AM Senator Gaetz
8:51:03 AM Chair Leek with comments
8:52:03 AM Questions
8:52:07 AM Senator Smith
8:52:16 AM Senator Gaetz
8:53:16 AM Senator Smith
8:53:56 AM Senator Gaetz
8:54:37 AM Senator Smith
8:54:48 AM Chair Leek
8:55:18 AM Senator Smith
8:55:33 AM Chair Leek
8:55:37 AM Senator Gaetz
8:55:56 AM Senator Davis
8:56:03 AM Senator Gaetz
8:57:26 AM Senator Davis
8:57:29 AM Senator Gaetz
8:58:14 AM Senator Davis
8:58:19 AM Senator Gaetz
8:59:14 AM Senator Arrington
8:59:20 AM Senator Gaetz
9:00:12 AM Chair Leek with comments
9:00:37 AM Closure waived
9:00:40 AM Roll call on SB 320
9:00:48 AM SB 320 reported favorably
9:01:02 AM Tab 2, SB 316, Limited Liability Companies
9:01:27 AM Senator Berman
9:03:29 AM Chair Leek with comments
9:03:51 AM Doug Bell waives in support
9:03:58 AM Chair Leek with comments
9:04:07 AM Closure waived
9:04:09 AM Roll call on SB 316
9:04:19 AM SB 316 reported favorably
9:04:32 AM Chair Leek with comments
9:04:37 AM Senator Smith moves to adjourn
9:04:49 AM Meeting adjourned
THE FLORIDA SENATE COMMITTEES:
Appropriations Committee on Transportation, Tourism,
Tallahassee, Florida 32399-1100 and Economic Development, Chair
Governmental Oversight and Accountability, Vice Chair
Appropriations
Appropriations Committee on Agriculture, Environment,
and General Government
Commerce and Tourism
Environment and Natural Resources
Judiciary
Rules
SELECT COMMITTEE:
Joint Select Committee on Collective Bargaining
SENATOR NICK DICEGLIE
18th District
February 17, 2025
The Honorable Senator Leek
Committee on Commerce and Tourism
310 Senate Building
404 South Monroe Street
Tallahassee, FL 32399-1100
REF: EXCUSAL LETTER
Honorable Chair Leek,
Please excuse my absence from the Committee on Commerce and Tourism on February 18,
2025.
Thank you for your understanding, and if you have any questions, please feel free to contact me.
Sincerely,
Nick DiCeglie
State Senator, District 18
CC: Todd McKay, Staff Director
Jennifer Renner, Deputy Staff Director
Danielle Curbow, Legislative Aide
REPLY TO:
9800 4th Street North, #200, St. Petersburg, Florida 33702 (727) 563-1910
414 Senate Building, 404 South Monroe Street, Tallahassee, Florida 32399-1100 (850) 487-5018
Senate’s Website: www.flsenate.gov
BEN ALBRITTON JASON BRODEUR
President of the Senate President Pro Tempore
Hayes, Renita
From: McKay, Todd
Sent: Monday, February 17,2025 2:52 PM
lo: Hayes, Renita; Ramba, Megan;Whitaker, Ronnie
Subject: FW: Senator McClain Excusal Request 02118
From: Thomas, Ryan <Thomas.Ryan@flsenate.gov>
Sent: Mon{ay, February 77,2025 2:09 PM
To: McKay, Todd <MCKAY.TODD@flsenate.gov>; Renner, Jennifer <RENNER.JENNIFER@flsenate.gov>; Murtha, Michael
<Murtha.Michael @flsenate.gov>
Subject: Senator McClain Excusal Request 02/tB
Good afternoon,
Senator McCl.ain woutd tike to request excusaI from tomorrow's, 02/18/2025, Commerce and Tourism
committee meeting. PLease l,et me know if there are any issues or if anything etse is needed. Thank you
Respectfutty,
Ryan Thomas
I-egislative Aide to
Senator Stan McCIain - District 9
thomas.ryan@fl senate. gov
1
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