CS/HB 403 creates Florida’s “Uniform Protected Series Provisions” for limited liability companies and makes related conforming changes to existing LLC statutes. The bill authorizes a domestic LLC, with unanimous member approval, to establish one or more protected series by filing a protected series designation with the Department of State. It defines protected series, associated members, protected-series managers, protected assets, and related terms, and it sets out rules for naming, registered agents, service of process, annual reports, certificates of status, information rights, dissolution, winding up, and mergers involving protected series. The bill also addresses foreign series LLCs and foreign protected series that transact business in Florida, including registration, disclosure, and jurisdiction-related rules.
A central feature of the bill is liability segregation. It treats each protected series as a distinct person for many purposes and generally shields the debts and obligations of one series from the assets and liabilities of the LLC, other protected series, members, managers, and transferees, subject to specified exceptions. The bill also creates rules for identifying “associated assets” through recordkeeping, and it allows creditors to reach non-associated assets under defined circumstances. It further provides that failure to observe formalities is not, by itself, a basis to disregard the liability protections, and it establishes procedures for enforcing claims against assets before and after mergers.
The bill’s impact on state law is substantial because it adds a new statutory framework to chapter 605 governing LLCs and related court and filing procedures. It amends service-of-process provisions in chapter 48, revises certificate-of-status requirements, and requires annual reports for series LLCs and foreign series LLCs to list protected series information. It also limits when protected series and series LLCs may participate in conversions, domestications, interest exchanges, and mergers, while creating a narrow merger pathway for series LLCs that preserves or relocates protected series under detailed conditions. The Department of State would have new filing and certification responsibilities, and Florida courts would have new rules for claims, creditor remedies, and disclosure obligations involving these entities.
The overall sentiment reflected in the voting history is strongly favorable and noncontroversial. The bill passed the House Civil Justice & Claims Subcommittee 18-0, the House Industries & Professional Activities Subcommittee 16-0, and the House Judiciary Committee 19-0, indicating unanimous support at each recorded stop. No committee transcripts were provided, so there is no recorded floor or committee debate to suggest opposition or significant concern in the available materials.
The main points of potential contention are structural rather than political: the bill creates a new and relatively complex entity regime, expands liability segregation, and alters creditor remedies and service rules. Those features could raise questions about transparency, creditor protection, and administrative complexity, especially because the framework relies heavily on recordkeeping and annual-report compliance. The bill also delays applicability until July 1, 2026, and bars existing domestic LLCs from creating protected series before that date, which suggests the Legislature wanted a transition period for implementation and compliance.
The bill amends Florida’s LLC law in chapter 605 and related process statutes in chapter 48 to recognize and regulate protected series within domestic and foreign series limited liability companies. It creates new filing, naming, reporting, service, disclosure, dissolution, merger, and creditor-enforcement rules, and it gives the Department of State new duties to issue certificates of status and process protected-series filings. It also changes how courts and creditors may treat assets and liabilities associated with protected series, while preserving the general liability shield unless statutory exceptions apply.
The recorded committee votes show unanimous support at every stage, with no recorded dissent: 18-0, 16-0, and 19-0. No committee transcripts were provided, so the available evidence suggests the bill was viewed favorably and moved forward without visible controversy in committee. The absence of opposition votes indicates broad agreement on the need to modernize Florida’s LLC statutes to address series and protected-series entities.
The bill’s most notable policy issues involve the breadth of liability segregation, the complexity of the new statutory structure, and the effect on creditors and service of process. Creditors may be concerned that assets can be partitioned among series and that enforcement depends on detailed recordkeeping and designation rules. Business owners and practitioners may focus on the administrative burden of annual reports, naming conventions, registered-agent requirements, and merger/dissolution mechanics. However, no specific opposition was recorded in the available committee history.