Florida's New Protected Series LLC Law: Part II

Corporate attorney Louis T.M. Conti authored the second part of a two-part article set for The Florida Bar Journal on Florida's new protected series LLC legislation. In this installment, Mr. Conti addresses the formation and operation of a Florida protected series limited liability company (protected series LLC or PSLLC), including the two methods for creating one, role of a written operating agreement and statutory recordkeeping requirements needed to maintain the liability shields between the PSLLC and its protected series. He also discusses the risks associated with improper operation, such as veil piercing, the uncertainty of how Florida PSLLCs and their protected series will be treated in bankruptcy and challenges that may arise when a protected series operates in a foreign state that does not recognize series LLCs. Additionally, Mr. Conti outlines the restrictions on entity transactions, noting that protected series generally cannot merge, convert, domesticate or engage in interest exchanges, with only a narrow exception permitting mergers between Florida LLCs where the surviving entity is a Florida protected series LLC.

READ: Florida's New Protected Series LLC Legislation: Part II

Read Part I of the series here.