2025 Florida Statutes
< Back to Statute Search ResultsTitle XXXVI BUSINESS ORGANIZATIONS
Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
SECTION 2301Associated asset.
1605.2301 Associated asset.—
(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 asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
1. Identify the asset and distinguish it from any other asset of the protected series, any asset of the series limited liability company, and any asset of any other protected series of the company;
2. Determine when and from which person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and
3. If the protected series acquired the asset from the series limited liability company or another protected series of the company, determine any consideration paid, the payor, and the payee.
(b) A deed or other instrument granting an interest in real property to or from one or more protected series of a series limited liability company, or any other instrument otherwise affecting an interest in real property held by one or more protected series of a series limited liability company, in each case to the extent such deed or other instrument is in favor of a person who gives value without knowledge of the lack of authority of the person signing and delivering a deed or other instrument and is recorded in the office for recording transfers or other matters affecting real property, is conclusive of the authority of the person signing and constitutes a record that such interest in real property is an associated asset or liability, as applicable, of the protected series.
(3)(a) An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:
1. Identify the asset and distinguish it from any other asset of the series limited liability company and any asset of any protected series of the company;
2. Determine when and from which person the series limited liability company acquired the asset or how the asset otherwise became an asset of the company; and
3. If the series limited liability company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee.
(b) A deed or other instrument granting an interest in real property to or from a series limited liability company, or any other instrument otherwise affecting an interest in real property held by a series limited liability company, in each case to the extent such deed or other instrument is in favor of a person who gives value without knowledge of the lack of authority of the person signing and delivering a deed or other instrument and is recorded in the office for recording transfers or other matters affecting real property, is conclusive of the authority of the person signing and constitutes a record that such interest in real property is an associated asset or liability, as applicable, of the series limited liability company.
(4) The records and recordkeeping required by subsections (2) and (3) may be organized by specific listing, category, type, quantity, or computational or allocative formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.
(5) To the extent authorized by this chapter and the laws of this state other than this chapter, a series limited liability company or protected series of a series limited liability company may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement, except for the following:
(a) A protected series may not hold an associated asset in the name of the series limited liability company or another protected series of the company; and
(b) A series limited liability company may not hold an associated asset in the name of a protected series of the company.
History.—s. 19, ch. 2025-162.