2025 Florida Statutes
< Back to Statute SearchTitle XXXVI BUSINESS ORGANIZATIONS
Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
SECTION 2105Protected series governing law.
1605.2105 Protected series governing law.—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. Any associated member;
2. Any protected-series manager; or
3. Any protected-series transferee.
(c) Relations between any associated member and:
1. Any protected-series manager; or
2. Any protected-series transferee.
(d) The rights and duties of a protected-series manager.
(e) Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs.
(f) Procedures and conditions for becoming an associated member or a protected-series transferee.
(2) The relations between a protected series of a series limited liability company and each of the following:
(a) The series limited liability company.
(b) Another protected series of the series limited liability company.
(c) A member of the series limited liability company which is not an associated member of the protected series of the series limited liability company.
(d) A protected-series manager that is not a protected-series manager of the protected series.
(e) A protected-series transferee that is not a protected-series transferee of the protected series.
(3) The liability of a person for a debt, an obligation, or another liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as any of the following:
(a) An associated member, protected-series transferee, or protected-series manager of the protected series;
(b) A member of the series limited liability company which is not an associated member of the protected series;
(c) A protected-series manager that is not a protected-series manager of the protected series;
(d) A protected-series transferee that is not a protected-series transferee of the protected series;
(e) A manager of the series limited liability company; or
(f) A transferee of a transferable interest of the series limited liability company.
(4) The liability of a series limited liability company for a debt, an obligation, or another liability of a protected series of the series limited liability company if the debt, obligation, or liability is asserted solely in connection with any of the following on the part of the series limited liability company:
(a) Having delivered to the department for filing under s. 605.2201(2) a protected series designation pertaining to the protected series or under s. 605.2201(4) or s. 605.2202(3) a statement of designation change pertaining to the protected series;
(b) Being or acting as a protected-series manager of the protected series;
(c) Having the protected series be or act as a manager of the series limited liability company; or
(d) Owning a protected-series transferable interest of the protected series.
(5) The liability of a protected series of a series limited liability company for a debt, an obligation, or another liability of the series limited liability company or of another protected series of the series limited liability company if the debt, obligation, or liability is asserted solely by reason of any of the following:
(a) The protected series:
1. Being a protected series of the series limited liability company or having as a protected-series manager the series limited liability company or another protected series of the series limited liability company; or
2. Being or acting as a protected-series manager of another protected series of the series limited liability company or a manager of the series limited liability company; or
(b) The series limited liability company owning a protected-series transferable interest of the protected series.
History.—s. 9, ch. 2025-162.