SB 316 Florida Senate · 2025 Regular Session

Limited Liability Companies

Summary

Limited Liability Companies; Defining the terms “registered foreign protected series of a foreign series limited liability company” and “registered foreign series limited liability company”; specifying that certain limited liability companies are considered a nonresident under certain circumstances; creating the “Uniform Protected Series Provisions”; providing powers and prohibitions for protected series of series limited liability companies; authorizing domestic limited liability companies to establish protected series, etc.

Bill status signed all 5 stages cleared

Introduction

Mar 2025

Committee Review

Apr 2025

Senate Passage

Apr 2025

House Passage

Apr 2025

Signed into Law

Jun 2025

Introduced Mar 4, 2025 Signed Jun 20, 2025

Maddy AI version diff · 2 comparisons

What changed between versions

S 316 c1 → S 316 er · 7 edits

MODERATE

This bill establishes a comprehensive legal framework for 'protected series' within Florida limited liability companies, allowing them to operate as distinct legal entities with limited liability protection. The changes create new statutes defining protected series, their rights and obligations, and procedures for service of process, asset segregation, and liability limitations. This matters because it provides clearer legal protections for business owners who use series structures to separate assets and liabilities.

Scope change

The bill significantly expands the scope from a committee version to an enrolled version, adding new sections on liability limitations, enforcement mechanisms, merger procedures, and foreign company requirements that were not present in the earlier draft.

DEFINITION

Added comprehensive definitions for 'protected series', 'associated asset', 'associated member', and related terms to establish clear legal boundaries.

REQUIREMENT

Created new sections requiring specific record-keeping for associated assets and annual reporting of protected series names.

Added detailed merger procedures requiring disclosure of protected series status and treatment in merger plans.

ENFORCEMENT

Established new rules for serving legal process on protected series and determining liability between series and parent companies.

Created specific provisions for enforcing judgments against assets of protected series and non-associated assets.

TIMELINE

Set an effective date of July 1, 2026, with a prohibition on creating protected series before that date for existing companies.

SCOPE

Extended protections and requirements to foreign series limited liability companies transacting business in Florida.

S 316 Filed → S 316 c1 · 7 edits

MODERATE

This bill establishes a comprehensive legal framework for 'protected series' within Florida limited liability companies, allowing them to operate as distinct legal entities with limited liability protection. The changes create new statutes defining protected series, their powers, liability limitations, and governance rules, while also updating service of process procedures and annual reporting requirements for both domestic and foreign companies.

Scope change

The bill significantly expands the scope of Florida's limited liability company laws by creating a new chapter (ss. 605.2101-605.2802) specifically governing protected series, which previously did not have dedicated statutory provisions.

DEFINITION

New statutory definitions for 'protected series', 'associated member', 'associated asset', 'protected-series manager', and 'non-associated asset' to establish the legal framework for series-based liability protection.

REQUIREMENT

New requirements for companies to file protected series designations with the Department of State and include protected series names in annual reports to maintain valid certificates of status.

Adds new merger provisions (ss. 605.2604-605.2608) requiring detailed disclosure of how protected series will be affected during mergers, including whether they continue or dissolve.

ENFORCEMENT

New provisions establishing how legal process (summons and complaints) must be served on protected series and defining when judgments can be enforced against assets of different series or the parent company.

Creates new disclosure requirements for foreign series limited liability companies participating in legal proceedings, requiring them to identify all protected series and their managers within 30 days.

TIMELINE

Establishes July 1, 2026 as the effective date for the new protected series provisions, with a restriction that domestic companies formed before this date cannot create protected series until that date.

ELIGIBILITY

Modifies service of process rules under s. 48.062 to specify how legal notices apply to foreign protected series and registered foreign series limited liability companies.

Floor votes · Senate Apr 3, 2025 · House Apr 29, 2025

How they voted

35–1

Passed · 2 other

Total votes 38

Apr 3, 2025

D Democratic10

9 Yea 1 Nay

90% Yea

I Independent1

1 Yea

100% Yea

R Republican27

25 Yea 2

92% Yea

Vote distribution

All Yea All Nay Mixed No data

Full legislative history

Actions timeline

Total actions

Key actions

Committee

Jun 20, 2025

Signed into law

Approved by Governor

legislature

Apr 29, 2025

Lower · Passed

CS passed; YEAS 115, NAYS 0

lower

Apr 28, 2025

Committee

Bill referred to House Calendar

lower

Apr 3, 2025

Upper · Passed

CS passed; YEAS 35 NAYS 1

upper

Mar 26, 2025

Upper · Passed

Pending reference review -under Rule 4.7(2) - (Committee Substitute)

upper

Mar 21, 2025

Upper · Passed

On Committee agenda-- Rules, 03/26/25, 9:00 am, 412 Knott Building

upper

Mar 19, 2025

Upper · Passed

Favorable by Judiciary; YEAS 11 NAYS 0

upper

Mar 14, 2025

Upper · Passed

On Committee agenda-- Judiciary, 03/19/25, 9:00 am, 110 Senate Building

upper

Mar 4, 2025

Introduced

upper

Feb 18, 2025

Upper · Passed

Favorable by Commerce and Tourism; YEAS 7 NAYS 0

upper

Feb 10, 2025

Upper · Passed

On Committee agenda-- Commerce and Tourism, 02/18/25, 8:30 am, 110 Senate Building

upper

Feb 3, 2025

Committee

Referred to Commerce and Tourism; Judiciary; Rules

upper

1 primary · 0 co-sponsors