2025 Florida Statutes
< Back to Statute Search ResultsTitle XXXVI BUSINESS ORGANIZATIONS
Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
SECTION 2701Governing law; foreign series limited liability companies and foreign protected series.
1605.2701 Governing law; foreign series limited liability companies and foreign protected series.—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 members of the foreign protected series.
(b) Relations between the foreign 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 foreign 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) Relations between the foreign protected series and the following:
(a) The foreign series limited liability company.
(b) Another foreign protected series of the foreign series limited liability company.
(c) A member of the foreign series limited liability company which is not an associated member of the foreign protected series.
(d) A foreign protected-series manager that is not a protected-series manager of the foreign protected series.
(e) A foreign protected-series transferee that is not a foreign protected-series transferee of the foreign protected series.
(f) A transferee of a transferable interest of the foreign series limited liability company.
(3) Except as otherwise provided in ss. 605.2402 and 605.2404, the liability of a person for a debt, an obligation, or another liability of a foreign protected series of a foreign 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, a protected-series transferee, or a protected-series manager of the foreign protected series.
(b) A member of the foreign series limited liability company which is not an associated member of the foreign protected series.
(c) A protected-series manager of another foreign protected series of the foreign series limited liability company.
(d) A protected-series transferee of another foreign protected series of the foreign series limited liability company.
(e) A manager of the foreign series limited liability company.
(f) A transferee of a transferable interest of the foreign series limited liability company.
(4) Except as otherwise provided in ss. 605.2402 and 605.2404, the following apply:
(a) The liability of the foreign series limited liability company for a debt, an obligation, or another liability of a foreign protected series of the foreign series limited liability company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the foreign series limited liability company, or the foreign protected series limited liability company:
1. Being or acting as a foreign protected-series manager of the foreign protected series;
2. Having the foreign protected series manage the foreign series limited liability company; or
3. Owning a protected-series transferable interest of the foreign protected series.
(b) The liability of a foreign protected series for a debt, an obligation, or another liability of the foreign series limited liability company or another foreign protected series of the foreign series limited liability company, if the debt, obligation, or liability is asserted solely by reason of the foreign protected series:
1. Being a foreign protected series of the foreign series limited liability company or having the foreign series limited liability company or another foreign protected series of the foreign series limited liability company be or act as a foreign protected-series manager of the foreign protected series; or
2. Managing the foreign series limited liability company or being or acting as a foreign protected-series manager of another foreign protected series of the foreign series limited liability company.
History.—s. 39, ch. 2025-162.