CS/HB 403 - Limited Liability Companies - Protected Series LLC provisions summary analysis

Sep 16, 2026

Committee bill analysis outlining how CS/HB 403 amends Florida’s Limited Liability Company Act to create Uniform Protected Series Provisions. The bill enables formation of a protected series LLC, recognizes existing foreign protected series LLC structures operating in Florida, and sets filing, naming, and amendment requirements with the Department of State. It also defines a protected series as distinct from the series LLC and members, assigns its powers and limits, and addresses vertical and horizontal liability shielding.

LanguageEnglish

CategoryLetters

FormatPDF

Pages15

Reading Time5 min

AccessFree to download

Summary

Effect of the Bill

Fiscal or Economic Impact

Analysis

Series LLC Formation

Designation of Protected Series

Protected Series Name

Nature of a Protected Series

Powers and Duties of a Protected Series

Liability Limitations

This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent. | BILL \#: CS/HB 403
TITLE: Limited Liability Companies
SPONSOR(S): Persons-Mulicka | COMPANION BILL: SB 316 (Berman)
LINKED BILLS: None
RELATED BILLS: None | | --- | --- | Committee References Civil Justice & Claims 18 Y, 0 N 􀁨 Industries & Professional Activities 16 Y, 0 N 􀁨 Judiciary 19 Y, 0 N, As CS SUMMARY Effect of the Bill: CS/HB 403 creates the Uniform Protected Series Provisions in ss. 605.2101-605.2802, F.S., within the Limited Liability Company Act, to allow for the formation of a “protected series LLC” under Florida law. The bill also recognizes the structure of existing foreign protected series LLCs wishing to do business in Florida. Fiscal or Economic Impact: The bill will have an indeterminate fiscal impact on state government and an indeterminate economic impact on the private sector. JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY ANALYSIS EFFECT OF THE BILL: The bill creates the Uniform Protected Series Provisions in ss. 605.2101-605.2802, F.S., within the Limited Liability Company (“LLC”) Act, to allow for the formation of a unique form of Limited Liability Company – that is, a protected series LLC (“series LLC”)– under Florida law. (Section 5) These provisions also recognize the structure of existing foreign series LLCs wishing to do business in Florida. Practically speaking, this may encourage a business wishing to organize as a protected series LLC to organize under Florida law, and may encourage existing foreign series LLCs to bring their business to the state. Series LLC Formation The bill defines “series LLC” to mean a domestic LLC with at least one protected series established under s. 605.2201, F.S. (Section 6) The bill also specifies that the provisions ofthe LLC Act applicable to the formation of an LLC generally also apply to the formation of a series LLC or protected series, except as otherwise provided, and establishes provisions specific to the formation of a series LLC or protected series. (Section 12) Designation of Protected Series The bill creates s. 605.2201, F.S., to provide that, with the affirmative vote or consent of all members of an LLC, the LLC may establish a protected series. To establish a protected series after such a vote, the bill requires an LLC to deliver to the Department of State (“DOS”) for filing a protected series designation, signed by the LLC, stating the names ofthe LLC and of the protected series to be established, and any other information DOS requires for filing. Under the bill, a protected series is established when the protected series designation takes effect. To amend such a designation, a series LLC must deliver to DOS for filing a statement of designation change, signed by the company, that sets forth: 􀁸 The names of the series LLC and of the protected series to which the designation applies; 􀁸 Each change to the protected series designation; and 􀁸 A statement that the change was approved by the affirmative vote or consent of the members of the series LLC required to make the designated change. The amendment takes effect when the statement of designation change takes effect. (Section 13) Protected Series Name The bill creates s. 605.2202, F.S., to specify that a protected series’ name generally must meet the statutory requirements for LLC names. However, under the bill, a protected series’ name must also: 􀁸 Begin with the series LLC’s name, including any word or abbreviation required by the LLC Act; and 􀁸 Contain the phrase “protected series” or the abbreviation “P.S.” or “PS.” If a series LLC changes its name, the LLC must deliver to DOS for filing a statement of designation change for each of the LLC’s protected series, changing the name of each such series to comply with this section. (Section 14) Nature of a Protected Series The

FAQs

What does CS/HB 403 create under Florida law?

CS/HB 403 creates Uniform Protected Series Provisions in Florida’s Limited Liability Company Act to allow formation of a protected series LLC, and it recognizes existing foreign protected series LLC structures wishing to do business in Florida.

How is a protected series designated and filed?

With approval by all LLC members, the LLC must deliver a protected series designation signed by the company to the Department of State for filing; the protected series is established when the designation takes effect.

How is a protected series characterized and what can it do?

A protected series is distinct from the series LLC, other protected series, members, and protected-series transferees. It may sue and be sued in its own name, generally has powers and purposes similar to the series LLC, and has limits on membership, establishing additional protected series, and prohibited purposes or actions under Florida law.

Sep 16, 2026

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