2025 Florida Statutes
< Back to Statute Search ResultsTitle XXXVI BUSINESS ORGANIZATIONS
Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
SECTION 2401Limitations on liability.
1605.2401 Limitations on liability.—
(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 member, protected-series manager, or protected-series transferee of the protected series; or
2. A member, manager, or transferee of the company; or
(b) A series limited liability company solely by reason of being or acting as an associated member, protected-series manager, or protected-series transferee of a protected series of the company.
(2) Subject to s. 605.2404, the following apply:
(a) A debt, an obligation, or another liability of a series limited liability company is solely the debt, obligation, or liability of the company.
(b) A debt, an obligation, or another liability of a protected series is solely the debt, obligation, or liability of the protected series.
(c) A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, an obligation, or another liability of a protected series of the company solely by reason of the protected series being a protected series of the company, or the series limited liability company:
1. Being or acting as a protected-series manager of the protected series;
2. Having the protected series manage the series limited liability company; or
3. Owning a protected-series transferable interest of the protected series.
(d) A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, an obligation, or another liability of the company or another protected series of the company solely by reason of:
1. Being a protected series of the series limited liability company;
2. Being or acting as a manager of the series limited liability company or a protected-series manager of another protected series of the company; or
3. Having the series limited liability company or another protected series of the company be or act as a protected-series manager of the protected series.
History.—s. 24, ch. 2025-162.