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2025 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 605 FLORIDA REVISED LIMITED LIABILITY COMPANY ACT Entire Chapter
SECTION 2402
Claim seeking to disregard limitation of liability.
F.S. 605.2402
1605.2402 Claim seeking to disregard limitation of liability.—
(1) Except as otherwise provided in subsection (2), a claim seeking to disregard a limitation in s. 605.2401 is governed by the principles of law and equity, including a principle providing a right to a creditor or holding a person liable for a debt, an obligation, or another liability of another person, which would apply if each protected series of a series limited liability company were a limited liability company formed separately from the series limited liability company and distinct from the series limited liability company and any other protected series of the series limited liability company.
(2) The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in s. 605.2401(1) but may be a ground to disregard a limitation in s. 605.2401(2).
(3) This section applies to a claim seeking to disregard a limitation of liability applicable to a foreign series limited liability company or foreign protected series and comparable to a limitation stated in s. 605.2401, if either of the following applies:
(a) The claimant is a resident of this state, transacting business in this state, or authorized to transact business in this state; or
(b) The claim is to establish or enforce a liability arising under law of this state other than this chapter or from an act or omission in this state.
History.—s. 25, ch. 2025-162.
1Note.—Effective July 1, 2026.