Sen. Lori Berman and Rep. Berny Jacques introduced legislation on Friday to streamline the process for foreign series limited liability companies (LLCs) to establish and operate in Florida, aiming to boost the state’s business environment and economic growth.
Sen. Lori Berman and Rep. Berny Jacques filed legislation on Friday that proposes revisions to the regulation of foreign series limited liability companies (LLCs) in the state.
Per House communication, the pair of bills aim to strengthen Florida’s legal environment for businesses by simplifying the process for companies to establish themselves in the state. Last year, Berman and Jacques filed near-identical bills to present new guideline amendments, though the measures died in the legislative process.
At present, businesses employing series LLCs — a limited liability company that allows for the creation of multiple, independent series within one overarching entity — which operate in or near Florida, face challenges in registering within the state due to the absence of specific laws and regulatory guidance. The bipartisan companion bills intend to enable businesses that utilize series LLCs to establish their base in Florida.
Jacques’ House Bill 1231 clarifies the residency status of LLC entities and outlines procedures for serving legal notices. It also proposes changes to the requirements for certificates of status and details the legal status and operational rules for protected series within these LLCs, including the management responsibilities and rights of associated members.
“[This legislation] will lead to enhanced business growth in our state by giving us an extra tool in our toolkit to attract high-paying jobs to relocate here,” said Jacques. “The best anti-poverty program is a high-paying job and a thriving local economy.”
Senate Bill 1346, filed by Berman, presents provisionary guidelines for the establishment and management of protected series within foreign series LLCs, including naming conventions, the role of registered agents, and asset management protocols.
Berman’s measure additionally focuses on the ownership and management of transferable interests in protected series, as well as the creation and enforcement of operating agreements. The legislation would also establish rules for liability limitations, judgment enforcement, and the dissolution process for these entities.
“Today, Florida does not have any law addressing series LLCs that are operating in Florida. Businesses have gone to other states to form their series and then operate in and around Florida,” Berman said in a prepared release. “This law would allow Florida to become more attractive for business entity formation using series LLCs, and provides rules for doing business with series LLCs in Florida.”