Florida § 605.2108 - Application of this chapter to protected series.

§ 605.2108. Application of this chapter to protected series.

(1) Except as otherwise provided in subsection (2) and s. 605.2107, the following provisions apply in the application of ss. 605.2106, 605.2304(3) and (6), 605.2501(4)(a), 605.2502(1), and 605.2503(2): (a) A protected series of a series limited liability company is deemed to be a limited liability company that is formed separately from the series limited liability company and is distinct from the series limited liability company and any other protected series of the series limited liability company; (b) An associated member of the protected series of a series limited liability company is deemed to be a member of the series limited liability company deemed to exist under paragraph (a); (c) A protected-series transferee of the protected series is deemed to be a transferee of the series limited liability company deemed to exist under paragraph (a); (d) A protected-series transferable interest of the protected series is deemed to be a transferable interest of the series limited liability company deemed to exist under paragraph (a); (e) A protected-series manager is deemed to be a manager of the series limited liability company deemed to exist under paragraph (a); (f) An asset of the protected series is deemed to be an asset of the series limited liability company deemed to exist under paragraph (a), regardless of whether the asset is an associated asset of the protected series; or (g) Any creditor or other obligee of the protected series is deemed to be a creditor or obligee of the series limited liability company deemed to exist under paragraph (a). (2) Subsection (1) does not apply if its application would do either of the following: (a) Contravene s. 605.0105; or (b) Authorize or require the department to: 1. Accept for filing a type of record which this chapter does not authorize or require a person to deliver to the department for filing; or 2. Make or deliver a record that this chapter does not authorize or require the department to make or deliver. (3) Except to the extent otherwise specified in ss. 605.2101-605.2802, the provisions of this chapter applicable to limited liability companies in general and their managers, members, and transferees, including, but not limited to, provisions relating to formation, powers, operation, existence, management, court proceedings, and filings with the department and other state or local government agencies, are applicable to each series limited liability company and to each protected series established pursuant to s. 605.2201.