Title XXXVI, Business Organizations

(1) A protected series of a series limited liability company has the capacity to sue and be sued in its own name.(2) Except as otherwise provided in subsections (3) and (4), a protected series of a series limited liability company has the same powers and purposes as the series li…

The laws of this state govern the following:(1) The internal affairs of a protected series of a series limited liability company, including all of the following:(a) Relations among any associated members of the protected series.(b) Relations between the protected series and:1. An…

(1) Except as otherwise provided in this section, and subject to ss. 605.2107 and 605.2108, the operating agreement of a series limited liability company governs the following:(a) The internal affairs of a protected series, including all of the following:1. Relations among any as…

(1) An operating agreement may not vary the effect of:(a) This section;(b) Section 605.2103;(c) Section 605.2104(1);(d) Section 605.2104(2), to provide a protected series a power beyond those provided in this chapter to a limited liability company;(e) Section 605.2104(3) or (4);(…

(1) Except as otherwise provided in subsection (2) and s. 605.2107, the following provisions apply in the application of ss. 605.2106, 605.2304(3) and (6), 605.2501(4)(a), 605.2502(1), and 605.2503(2):(a) A protected series of a series limited liability company is deemed to be a …

(1) With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.(2) To establish a protected series, a limited liability company shall deliver to the department for filing a protected series designation, signed …

(1) Except as otherwise provided in subsection (2), the name of a protected series must comply with s. 605.0112.(2) The name of a protected series of a series limited liability company must:(a) Begin with the name of the series limited liability company, including any word or abb…

(1) The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of that company.(2) Before delivering a protected series designation to the department for filing, a series limited liability company must…

(1) Process against a series limited liability company, a protected series of a series limited liability company, a registered foreign series limited liability company, or a registered foreign protected series of a registered foreign series limited liability company, respectively…

(1) The department, upon request, payment of the requisite fee, and compliance with any other filing requirements of the department, shall issue a certificate of status for a protected series of a series limited liability company if the records filed in the department show that t…

(1) In the annual report required by s. 605.0212, a series limited liability company shall include the name of each protected series of the company:(a) For which the series limited liability company has previously delivered to the department for filing a protected series designat…

(1) Only an asset of a protected series may be an associated asset of the protected series. Only an asset of a series limited liability company may be an associated asset of the company.(2)(a) An asset of a protected series of a series limited liability company is an associated a…

(1) Only a member of a series limited liability company may be an associated member of a protected series of the company.(2) A member of a series limited liability company becomes an associated member of a protected series of the company if the operating agreement or a procedure …

(1) A protected-series transferable interest of a protected series of a series limited liability company must be owned initially by an associated member of the protected series or the series limited liability company.(2) If a protected series of a series limited liability company…

(1) A protected series may have one or more protected-series managers.(2) If a protected series has no associated members, the series limited liability company is the protected-series manager.(3) Section 605.2108 applies to the determination of any duties of a protected-series ma…

(1) A member of a series limited liability company which is not an associated member of a protected series of the company has a right to information concerning the protected series to the same extent, in the same manner, and under the same conditions that a member that is not a m…

(1) A person is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, an obligation, or another liability of either of the following:(a) A protected series of a series limited liability company solely by reason of being or acting as:1. An associated…

(1) Except as otherwise provided in subsection (2), a claim seeking to disregard a limitation in s. 605.2401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, an obligation, or another lia…

The provisions of s. 605.0503 providing or restricting remedies available to a judgment creditor of a member or transferee of a limited liability company apply to a judgment creditor of either or both of the following:(1) An associated member or other holder of a protected-series…

(1) For the purposes of this section, the term:(a) “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 protect…

A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:(1) Dissolution of the series limited liability company.(2) Occurrence of an event or a circumstance that the operat…

(1) Subject to subsections (2) and (3) and in accordance with s. 605.2108, the following apply:(a) A dissolved protected series shall wind up its activities and affairs in the same manner that a dissolved limited liability company winds up its activities and affairs under s. 605.…

If a series limited liability company that has been administratively dissolved is reinstated, or if a series limited liability company that voluntarily dissolved revokes its articles of dissolution before filing a statement of termination, both of the following apply:(1) Each pro…

As used in ss. 605.2601-605.2608, the term:(1) “After a merger” or “after the merger” means when a merger under s. 605.2604 becomes effective and any time thereafter.(2) “Before a merger” or “before the merger” means before a merger under s. 605.2604 becomes effective.(3) “Contin…

Except as provided in ss. 605.2605(2), 605.2606(2), and 605.2607(1), a protected series may not participate in; be a party to; result from; or be formed, organized, established, or created by either of the following:(1) A conversion, domestication, interest exchange, or merger un…

A series limited liability company may not:(1) Participate in; be a party to; result from; or be formed, organized, established, or created by either of the following:(a) A conversion, domestication, or interest exchange, under this chapter or the law of a foreign jurisdiction, h…

A series limited liability company may be a party to a merger in accordance with ss. 605.1021-605.1026, this section, and ss. 605.2605-605.2608 only if both of the following apply:(1) Each other party to the merger is a limited liability company.(2) The surviving company is not c…

In a merger under s. 605.2604, the plan of merger must do all of the following:(1) Comply with s. 605.1022 relating to the contents of a plan of merger of a limited liability company.(2) State in a record:(a) For any protected series of a non-surviving company, whether, after the…

In a merger under s. 605.2604, the articles of merger must do all of the following:(1) Comply with s. 605.1025 relating to the articles of merger.(2) Include as an attachment all of the following records, each to become effective when the merger becomes effective:(a) For a protec…

When a merger of a protected series under s. 605.2604 becomes effective, in addition to the effects stated in s. 605.1026, all of the following apply:(1) As provided in the plan of merger, each protected series of each merging series limited liability company which was establishe…

(1) A creditor’s right that existed under s. 605.2404 immediately before a merger under that section may be enforced after the merger in accordance with the following provisions:(a) A creditor’s right that existed immediately before the merger against the surviving company, a con…

The law of the governing jurisdiction of a foreign series limited liability company governs all of the following:(1) The internal affairs of a foreign protected series of the foreign series limited liability company, including the following:(a) Relations among any associated memb…

In determining whether a foreign series limited liability company or foreign protected series of the foreign series limited liability company is transacting business in this state or is subject to the personal jurisdiction of the courts in this state, the following apply:(1) The …

(1) Except as otherwise provided in this section and subject to ss. 605.2402 and 605.2404, the laws of this state governing application by a foreign limited liability company to obtain a certificate of authority to transact business in this state as required under s. 605.0902, in…

(1) Not later than 30 days after becoming a party to a proceeding before a civil, administrative, or other adjudicative tribunal of or located in this state, or a tribunal of the United States located in this state:(a) A foreign series limited liability company shall disclose to …

Section 605.1102 applies to ss. 605.2101-605.2802.History.—s. 43, ch. 2025-162.

(1) Beginning July 1, 2026, this chapter governs all domestic and foreign protected series limited liability companies and all domestic protected series and all foreign series that transact business in this state.(2) A domestic limited liability company formed before July 1, 2026…