2025 Florida Statutes
< Back to Statute Search ResultsTitle XXXVI BUSINESS ORGANIZATIONS
Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
SECTION 2205Certificate of status for domestic or foreign protected series.
1605.2205 Certificate of status for domestic or foreign protected series.—
(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 the department has accepted and filed articles of organization for the series limited liability company and a protected series designation for the protected series. A certificate of status for a protected series of a series limited liability company must state all of the following:
(a) The series limited liability company’s name.
(b) The name of the protected series.
(c) That the series limited liability company was organized under the laws of this state and the date of organization.
(d) That the protected series was designated under the laws of this state and the date of designation.
(e) Whether all fees and penalties due to the department under this chapter or other law by the series limited liability company and the protected series have been paid.
(f) Whether the series limited liability company’s most recent annual report required by s. 605.0212 has been filed by the department.
(g) Whether the series limited liability company’s most recent annual report includes the name of the protected series, unless:
1. When the series limited liability company delivered the annual report for filing, the protected series designation pertaining to the protected series had not yet taken effect; or
2. After the series limited liability company delivered the annual report for filing, the company delivered to the department for filing a statement of designation change, which changes the name of the protected series.
(h) Whether the department has administratively dissolved the series limited liability company or received a record notifying the department that the company has been dissolved by judicial action pursuant to s. 605.0705.
(i) Whether the department has administratively dissolved the protected series or received a record notifying the department that the protected series has been dissolved by judicial action pursuant to s. 605.2501(4) or (5).
(j) Whether the department has filed articles of dissolution for the series limited liability company.
(k) Whether the department has filed a statement of dissolution, termination, or relocation for the protected series.
(2) 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 foreign protected series of a foreign series limited liability company if the records filed in the department show that the department has filed a certificate of authority for the foreign series limited liability company and a certificate of authority for the foreign protected series. A certificate of status for a registered foreign protected series of a registered foreign series limited liability company must state all of the following:
(a) The foreign series limited liability company’s name and any current alternative name adopted under s. 605.0906(1) for use in this state.
(b) The name of the foreign protected series and any current alternative name adopted under s. 605.0906(1) for use in this state.
(c) That the foreign series limited liability company is authorized to transact business in this state.
(d) That the foreign protected series is authorized to transact business in this state.
(e) Whether all fees and penalties due to the department under this chapter or other law by the foreign series limited liability company and the foreign protected series have been paid.
(f) Whether the foreign series limited liability company’s most recent annual report required by s. 605.0212 has been filed by the department.
(g) Whether the foreign series limited liability company’s most recent annual report includes the name of the foreign protected series, unless:
1. When the foreign series limited liability company delivered the annual report for filing, the foreign protected series designation pertaining to the foreign protected series had not yet taken effect; or
2. After the foreign series limited liability company delivered the annual report for filing, the foreign series limited liability company delivered to the department for filing a statement of designation change which changes the name of the foreign protected series.
(h) Whether the department has:
1. Revoked the foreign series limited liability company’s certificate of authority or revoked the foreign protected series certificate of authority; or
2. Filed a notice of withdrawal of the certificate of authority for the foreign series limited liability company or for the foreign protected series.
(3) Subject to any qualification stated by the department in a certificate of status, a certificate of status issued by the department may be relied upon as conclusive evidence of the facts stated in the certificate of status as to the active status of the domestic or foreign series limited liability company and any protected series of the domestic or foreign limited liability company authorized to transact business in this state.
History.—s. 17, ch. 2025-162.