Bill Text: FL S1316 | 2018 | Regular Session | Comm Sub


Bill Title: Uniform Voidable Transactions Act

Spectrum: Bipartisan Bill

Status: (Introduced - Dead) 2018-03-10 - Died on Calendar [S1316 Detail]

Download: Florida-2018-S1316-Comm_Sub.html
       Florida Senate - 2018                             CS for SB 1316
       
       
        
       By the Committee on Rules; and Senator Simmons
       
       
       
       
       
       595-03288-18                                          20181316c1
    1                        A bill to be entitled                      
    2         An act relating to the Uniform Voidable Transactions
    3         Act; providing a directive to the Division of Law
    4         Revision and Information; amending s. 726.101, F.S.;
    5         revising a short title; amending s. 726.102, F.S.;
    6         revising and providing definitions; amending s.
    7         726.103, F.S.; removing conditions under which a
    8         partnership is insolvent; imposing the burden of
    9         proving insolvency upon certain debtors; amending ss.
   10         726.105 and 726.106, F.S.; imposing the burden of
   11         proving elements of a claim for relief upon certain
   12         creditors; providing legislative intent regarding
   13         certain comments issued by the Uniform Law Commission;
   14         amending s. 726.107, F.S.; conforming provisions to
   15         changes made by the act; amending s. 726.108, F.S.;
   16         providing conditions under which attachments or other
   17         provisional remedies are available to creditors;
   18         amending s. 726.109, F.S.; revising the parties
   19         subject to judgments for recovery of a creditor’s
   20         claim; revising conditions under which a transfer is
   21         not voidable; imposing the burden of proving certain
   22         applicability, claim elements, and adjustments;
   23         providing requirements for standard of proof; amending
   24         ss. 726.110, 726.111, and 726.112, F.S.; conforming
   25         provisions to changes made by the act; creating s.
   26         726.113, F.S.; providing that claims for relief are
   27         governed by specified claims law; creating s. 726.114,
   28         F.S.; providing definitions; providing applicability
   29         of specified provisions for series organizations and
   30         the protected series of such organizations; creating
   31         s. 726.115, F.S.; providing applicability for a
   32         specified federal act; providing an effective date.
   33          
   34  Be It Enacted by the Legislature of the State of Florida:
   35  
   36         Section 1. The Division of Law Revision and Information is
   37  directed to rename chapter 726, Florida Statutes, entitled
   38  “FRAUDULENT TRANSFERS,” as “VOIDABLE TRANSACTIONS.”
   39         Section 2. Section 726.101, Florida Statutes, is amended to
   40  read:
   41         726.101 Short title.—This act may be cited as the “Uniform
   42  Voidable Transactions Fraudulent Transfer Act.”
   43         Section 3. Section 726.102, Florida Statutes, is amended to
   44  read:
   45         726.102 Definitions.—As used in this chapter ss. 726.101
   46  726.112:
   47         (1) “Affiliate” means:
   48         (a) A person that who directly or indirectly owns,
   49  controls, or holds with power to vote, 20 percent or more of the
   50  outstanding voting securities of the debtor, other than a person
   51  that who holds the securities:
   52         1. As a fiduciary or agent without sole discretionary power
   53  to vote the securities; or
   54         2. Solely to secure a debt, if the person has not in fact
   55  exercised the power to vote.
   56         (b) A corporation 20 percent or more of whose outstanding
   57  voting securities are directly or indirectly owned, controlled,
   58  or held with power to vote, by the debtor or a person that who
   59  directly or indirectly owns, controls, or holds, with power to
   60  vote, 20 percent or more of the outstanding voting securities of
   61  the debtor, other than a person that who holds the securities:
   62         1. As a fiduciary or agent without sole discretionary power
   63  to vote the securities; or
   64         2. Solely to secure a debt, if the person has not in fact
   65  exercised the power to vote.
   66         (c) A person whose business is operated by the debtor under
   67  a lease or other agreement, or a person substantially all of
   68  whose assets are controlled by the debtor; or
   69         (d) A person that who operates the debtor’s business under
   70  a lease or other agreement or controls substantially all of the
   71  debtor’s assets.
   72         (2) “Asset” means property of a debtor, but the term does
   73  not include:
   74         (a) Property to the extent it is encumbered by a valid
   75  lien;
   76         (b) Property to the extent it is generally exempt under
   77  nonbankruptcy law; or
   78         (c) An interest in property held in tenancy by the
   79  entireties to the extent it is not subject to process by a
   80  creditor holding a claim against only one tenant.
   81         (3) “Charitable contribution” means a charitable
   82  contribution as that term is defined in s. 170(c) of the
   83  Internal Revenue Code of 1986, if that contribution consists of:
   84         (a) A financial instrument as defined in s. 731(c)(2)(C) of
   85  the Internal Revenue Code of 1986; or
   86         (b) Cash.
   87         (4) “Claim,except as used in “claim for relief,” means a
   88  right to payment, whether or not the right is reduced to
   89  judgment, liquidated, unliquidated, fixed, contingent, matured,
   90  unmatured, disputed, undisputed, legal, equitable, secured, or
   91  unsecured.
   92         (5)“Claims law” means fraudulent conveyance, fraudulent
   93  transfer, or voidable transfer laws or other laws of similar
   94  effect.
   95         (6)(5) “Creditor” means a person that who has a claim.
   96         (7)(6) “Debt” means liability on a claim.
   97         (8)(7) “Debtor” means a person that who is liable on a
   98  claim.
   99         (9)“Electronic” means technology having electrical,
  100  digital, magnetic, wireless, optical, electromagnetic, or
  101  similar capabilities.
  102         (10)(8) “Insider” includes:
  103         (a) If the debtor is an individual:
  104         1. A relative of the debtor or of a general partner of the
  105  debtor;
  106         2. A partnership in which the debtor is a general partner;
  107         3. A general partner in a partnership described in
  108  subparagraph 2.; or
  109         4. A corporation of which the debtor is a director,
  110  officer, or person in control;
  111         (b) If the debtor is a corporation:
  112         1. A director of the debtor;
  113         2. An officer of the debtor;
  114         3. A person in control of the debtor;
  115         4. A partnership in which the debtor is a general partner;
  116         5. A general partner in a partnership described in
  117  subparagraph 4.; or
  118         6. A relative of a general partner, director, officer, or
  119  person in control of the debtor.
  120         (c) If the debtor is a partnership:
  121         1. A general partner in the debtor;
  122         2. A relative of a general partner in, a general partner
  123  of, or a person in control of the debtor;
  124         3. Another partnership in which the debtor is a general
  125  partner;
  126         4. A general partner in a partnership described in this
  127  paragraph subparagraph 3.; or
  128         5. A person in control of the debtor.
  129         (d) An affiliate, or an insider of an affiliate as if the
  130  affiliate were the debtor.
  131         (e) A managing agent of the debtor.
  132         (11)(9) “Lien” means a charge against or an interest in
  133  property to secure payment of a debt or performance of an
  134  obligation, and includes a security interest created by
  135  agreement, a judicial lien obtained by legal or equitable
  136  process or proceedings, a common-law lien, or a statutory lien.
  137         (12)“Organization” means a person other than an
  138  individual.
  139         (13)(10) “Person” means an individual, partnership, limited
  140  partnership, business corporation, nonprofit business
  141  corporation, public corporation, limited liability company,
  142  limited cooperative association, unincorporated nonprofit
  143  association, organization, government or governmental
  144  subdivision, instrumentality, or agency, business trust, common
  145  law business trust, statutory trust, estate, trust, association,
  146  joint venture, or any other legal or commercial entity.
  147         (14)(11) “Property” means anything that may be the subject
  148  of ownership.
  149         (15)(12) “Qualified religious or charitable entity or
  150  organization” means:
  151         (a) An entity described in s. 170(c)(1) of the Internal
  152  Revenue Code of 1986; or
  153         (b) An entity or organization described in s. 170(c)(2) of
  154  the Internal Revenue Code of 1986.
  155         (16)“Record” means information that is inscribed on a
  156  tangible medium or that is stored in an electronic or other
  157  medium and is retrievable in perceivable form.
  158         (17)(13) “Relative” means an individual related by
  159  consanguinity within the third degree as determined by the
  160  common law, a spouse, or an individual related to a spouse
  161  within the third degree as so determined, and includes an
  162  individual in an adoptive relationship within the third degree.
  163         (18)“Sign” means with present intent to authenticate or
  164  adopt a record to:
  165         (a)Execute or adopt a tangible symbol; or
  166         (b)Attach to or logically associate with the record an
  167  electronic symbol, sound, or process.
  168         (19)(14) “Transfer” means every mode, direct or indirect,
  169  absolute or conditional, voluntary or involuntary, of disposing
  170  of or parting with an asset or an interest in an asset, and
  171  includes payment of money, release, lease, license, and creation
  172  of a lien or other encumbrance.
  173         (20)(15) “Valid lien” means a lien that is effective
  174  against the holder of a judicial lien subsequently obtained by
  175  legal or equitable process or proceedings.
  176         Section 4. Section 726.103, Florida Statutes, is amended to
  177  read:
  178         726.103 Insolvency.—
  179         (1) A debtor is insolvent if, at a fair valuation, the sum
  180  of the debtor’s debts is greater than the sum all of the
  181  debtor’s assets at a fair valuation.
  182         (2) A debtor that who is generally not paying their his or
  183  her debts as they become due for reasons other than as a result
  184  of a bona fide dispute is presumed to be insolvent. The party
  185  against which the presumption is directed, has the burden of
  186  proving that the nonexistence of insolvency is more probable
  187  than its existence.
  188         (3)A partnership is insolvent under subsection (1) if the
  189  sum of the partnership’s debts is greater than the aggregate, at
  190  a fair valuation, of all of the partnership’s assets and the sum
  191  of the excess of the value of each general partner’s
  192  nonpartnership assets over the partner’s nonpartnership debts.
  193         (3)(4) Assets under this section do not include property
  194  that has been transferred, concealed, or removed with intent to
  195  hinder, delay, or defraud creditors or that has been transferred
  196  in a manner making the transfer voidable under this chapter ss.
  197  726.101-726.112.
  198         (4)(5) Debts under this section do not include an
  199  obligation to the extent it is secured by a valid lien on
  200  property of the debtor not included as an asset.
  201         Section 5. Section 726.105, Florida Statutes, is amended to
  202  read:
  203         726.105 Transfers or obligations voidable fraudulent as to
  204  present and future creditors.—
  205         (1) A transfer made or obligation incurred by a debtor is
  206  voidable fraudulent as to a creditor, whether the creditor’s
  207  claim arose before or after the transfer was made or the
  208  obligation was incurred, if the debtor made the transfer or
  209  incurred the obligation:
  210         (a) With actual intent to hinder, delay, or defraud any
  211  creditor of the debtor; or
  212         (b) Without receiving a reasonably equivalent value in
  213  exchange for the transfer or obligation, and the debtor:
  214         1. Was engaged or was about to engage in a business or a
  215  transaction for which the remaining assets of the debtor were
  216  unreasonably small in relation to the business or transaction;
  217  or
  218         2. Intended to incur, or believed or reasonably should have
  219  believed that the debtor he or she would incur, debts beyond the
  220  debtor’s his or her ability to pay as they became due.
  221         (2) In determining actual intent under paragraph (1)(a),
  222  consideration may be given, among other factors, to whether:
  223         (a) The transfer or obligation was to an insider.
  224         (b) The debtor retained possession or control of the
  225  property transferred after the transfer.
  226         (c) The transfer or obligation was disclosed or concealed.
  227         (d) Before the transfer was made or obligation was
  228  incurred, the debtor had been sued or threatened with suit.
  229         (e) The transfer was of substantially all the debtor’s
  230  assets.
  231         (f) The debtor absconded.
  232         (g) The debtor removed or concealed assets.
  233         (h) The value of the consideration received by the debtor,
  234  including value by way of asset substitution or otherwise, was
  235  reasonably equivalent to the value of the asset transferred or
  236  the amount of the obligation incurred.
  237         (i) The debtor was insolvent or became insolvent shortly
  238  after the transfer was made or the obligation was incurred.
  239         (j) The transfer occurred shortly before or shortly after a
  240  substantial debt was incurred.
  241         (k) The debtor transferred the essential assets of the
  242  business to a lienor that who transferred the assets to an
  243  insider of the debtor.
  244         (3)A creditor making a claim for relief under subsection
  245  (1) has the burden of proving the elements of the claim for
  246  relief by a preponderance of the evidence.
  247         Section 6. It is the intent of the Legislature that the
  248  Uniform Law Commission’s comments two and eight to section four
  249  of the Uniform Voidable Transactions Act, as amended in 2014,
  250  may not be persuasive authority in interpreting s. 726.105,
  251  Florida Statutes. Instead, the courts of this state must look to
  252  all relevant and applicable law when interpreting s. 726.105,
  253  Florida Statutes.
  254         Section 7. Section 726.106, Florida Statutes, is amended to
  255  read:
  256         726.106 Transfers or obligations voidable fraudulent as to
  257  present creditors.—
  258         (1) A transfer made or obligation incurred by a debtor is
  259  voidable fraudulent as to a creditor whose claim arose before
  260  the transfer was made or the obligation was incurred if the
  261  debtor made the transfer or incurred the obligation without
  262  receiving a reasonably equivalent value in exchange for the
  263  transfer or obligation and the debtor was insolvent at that time
  264  or the debtor became insolvent as a result of the transfer or
  265  obligation.
  266         (2) A transfer made by a debtor is voidable fraudulent as
  267  to a creditor whose claim arose before the transfer was made if
  268  the transfer was made to an insider for an antecedent debt, the
  269  debtor was insolvent at that time, and the insider had
  270  reasonable cause to believe that the debtor was insolvent.
  271         (3)Subject to s. 726.103(2), a creditor making a claim for
  272  relief under subsection (1) or subsection (2) has the burden of
  273  proving the elements of the claim for relief by a preponderance
  274  of the evidence.
  275         Section 8. Section 726.107, Florida Statutes, is amended to
  276  read:
  277         726.107 When transfer made or obligation incurred.—For the
  278  purposes of this chapter ss. 726.101-726.112:
  279         (1) A transfer is made:
  280         (a) With respect to an asset that is real property other
  281  than a fixture, but including the interest of a seller or
  282  purchaser under a contract for the sale of the asset, when the
  283  transfer is so far perfected that a good faith purchaser of the
  284  asset from the debtor against which whom applicable law permits
  285  the transfer to be perfected cannot acquire an interest in the
  286  asset that is superior to the interest of the transferee.
  287         (b) With respect to an asset that is not real property or
  288  that is a fixture, when the transfer is so far perfected that a
  289  creditor on a simple contract cannot acquire a judicial lien
  290  otherwise than under this chapter ss. 726.101-726.112 that is
  291  superior to the interest of the transferee.
  292         (2) If applicable law permits the transfer to be perfected
  293  as provided in subsection (1) and the transfer is not so
  294  perfected before the commencement of an action for relief under
  295  this chapter ss. 726.101-726.112, the transfer is deemed made
  296  immediately before the commencement of the action.
  297         (3) If applicable law does not permit the transfer to be
  298  perfected as provided in subsection (1), the transfer is made
  299  when it becomes effective between the debtor and the transferee.
  300         (4) A transfer is not made until the debtor has acquired
  301  rights in the asset transferred.
  302         (5) An obligation is incurred:
  303         (a) If oral, when it becomes effective between the parties;
  304  or
  305         (b) If evidenced by a record writing, when the record
  306  signed writing executed by the obligor is delivered to or for
  307  the benefit of the obligee.
  308         Section 9. Section 726.108, Florida Statutes, is amended to
  309  read:
  310         726.108 Remedies of creditors.—
  311         (1) In an action for relief against a transfer or
  312  obligation under this chapter ss. 726.101-726.112, a creditor,
  313  subject to the limitations in s. 726.109 may obtain:
  314         (a) Avoidance of the transfer or obligation to the extent
  315  necessary to satisfy the creditor’s claim, including as
  316  contemplated by s. 605.0503(7)(b);
  317         (b) An attachment or other provisional remedy against the
  318  asset transferred or other property of the transferee if
  319  available under in accordance with applicable law;
  320         (c) Subject to applicable principles of equity and in
  321  accordance with applicable rules of civil procedure:
  322         1. An injunction against further disposition by the debtor
  323  or a transferee, or both, of the asset transferred or of other
  324  property;
  325         2. Appointment of a receiver to take charge of the asset
  326  transferred or of other property of the transferee; or
  327         3. Any other relief the circumstances may require.
  328         (2) If a creditor has obtained a judgment on a claim
  329  against the debtor, the creditor, if the court so orders, may
  330  levy execution on the asset transferred or its proceeds.
  331         Section 10. Section 726.109, Florida Statutes, is amended
  332  to read:
  333         726.109 Defenses, liability, and protection of transferee
  334  or obligee.—
  335         (1) A transfer or obligation is not voidable under s.
  336  726.105(1)(a) against a person that who took in good faith and
  337  for a reasonably equivalent value given the debtor or against
  338  any subsequent transferee or obligee.
  339         (2)(a)Except as otherwise provided in this section, To the
  340  extent a transfer is voidable in an action by a creditor under
  341  s. 726.108(1)(a), the creditor may recover judgment for the
  342  value of the asset transferred, as adjusted under subsection
  343  (3), or the amount necessary to satisfy the creditor’s claim,
  344  whichever is less. The judgment may be entered against:
  345         1.(a) The first transferee of the asset or the person for
  346  whose benefit the transfer was made; or
  347         2.(b)An immediate or mediate transferee of the first Any
  348  subsequent transferee other than:
  349         a. A good faith transferee that who took for value; or
  350         b.An immediate or mediate good faith transferee of a
  351  person described in sub-subparagraph a from any subsequent
  352  transferee.
  353         (b)Recovery pursuant to s. 726.108(1)(a) or (2) of or from
  354  the asset transferred or its proceeds, by levy or otherwise, is
  355  available only against a person described in subparagraph (a)1.
  356  or subparagraph(a)2.
  357         (3) If the judgment under subsection (2) is based upon the
  358  value of the asset transferred, the judgment must be for an
  359  amount equal to the value of the asset at the time of the
  360  transfer, subject to adjustment as the equities may require.
  361         (4) Notwithstanding voidability of a transfer or an
  362  obligation under this chapter ss. 726.101-726.112, a good faith
  363  transferee or obligee is entitled, to the extent of the value
  364  given the debtor for the transfer or obligation, to:
  365         (a) A lien on or a right to retain an any interest in the
  366  asset transferred;
  367         (b) Enforcement of an any obligation incurred; or
  368         (c) A reduction in the amount of the liability on the
  369  judgment.
  370         (5) A transfer is not voidable under s. 726.105(1)(b) or s.
  371  726.106 if the transfer results from:
  372         (a) Termination of a lease upon default by the debtor when
  373  the termination is pursuant to the lease and applicable law; or
  374         (b) Enforcement of a security interest in compliance with
  375  Article 9 of the Uniform Commercial Code other than acceptance
  376  of collateral in full or partial satisfaction of the obligation
  377  it secures.
  378         (6) A transfer is not voidable under s. 726.106(2):
  379         (a) To the extent the insider gave new value to or for the
  380  benefit of the debtor after the transfer was made, except to the
  381  extent unless the new value was secured by a valid lien;
  382         (b) If made in the ordinary course of business or financial
  383  affairs of the debtor and the insider; or
  384         (c) If made pursuant to a good faith effort to rehabilitate
  385  the debtor and the transfer secured present value given for that
  386  purpose as well as an antecedent debt of the debtor.
  387         (7)(a) The transfer of a charitable contribution that is
  388  received in good faith by a qualified religious or charitable
  389  entity or organization is not a voidable fraudulent transfer
  390  under s. 726.105(1)(b) or s. 726.106(1).
  391         (b) However, a charitable contribution from a natural
  392  person is a voidable fraudulent transfer if the transfer was
  393  received on, or within 2 years before, the earlier of the date
  394  of commencement of an action under this chapter, the filing of a
  395  petition under the federal Bankruptcy Code, or the commencement
  396  of insolvency proceedings by or against the debtor under any
  397  state or federal law, including the filing of an assignment for
  398  the benefit of creditors or the appointment of a receiver,
  399  unless:
  400         1. The transfer was consistent with the practices of the
  401  debtor in making the charitable contribution; or
  402         2. The transfer was received in good faith and the amount
  403  of the charitable contribution did not exceed 15 percent of the
  404  gross annual income of the debtor for the year in which the
  405  transfer of the charitable contribution was made.
  406         (8)(a)A party that seeks to invoke subsection (1),
  407  subsection (4), subsection (5), or subsection (6) has the burden
  408  of proving the applicability of that subsection.
  409         (b)Except as otherwise provided in paragraphs (c) and (d),
  410  the creditor has the burden of proving each applicable element
  411  of subsection (2) or subsection (3).
  412         (c)The transferee has the burden of proving the
  413  applicability to the transferee under subparagraph (2)(a)2.
  414         (d)A party that seeks adjustment under subsection (3) has
  415  the burden of proving the adjustment.
  416         (9)The standard of proof required to establish matters
  417  referred to in this section is preponderance of the evidence.
  418         Section 11. Section 726.110, Florida Statutes, is amended
  419  to read:
  420         726.110 Extinguishment of claim for relief cause of
  421  action.—A claim for relief cause of action with respect to a
  422  fraudulent transfer or obligation under this chapter ss.
  423  726.101-726.112 is extinguished unless action is brought:
  424         (1) Under s. 726.105(1)(a), within 4 years after the
  425  transfer was made or the obligation was incurred or, if later,
  426  within 1 year after the transfer or obligation and its wrongful
  427  nature was or could reasonably have been discovered by the
  428  claimant;
  429         (2) Under s. 726.105(1)(b) or s. 726.106(1), within 4 years
  430  after the transfer was made or the obligation was incurred; or
  431         (3) Under s. 726.106(2), within 1 year after the transfer
  432  was made or the obligation was incurred.
  433         Section 12. Section 726.111, Florida Statutes, is amended
  434  to read:
  435         726.111 Supplementary provisions.—Unless displaced by the
  436  provisions of this chapter ss. 726.101-726.112, the principles
  437  of law and equity, including the law merchant and the law
  438  relating to principal and agent, estoppel, laches, fraud,
  439  misrepresentation, duress, coercion, mistake, insolvency, or
  440  other validating or invalidating cause, supplement those
  441  provisions.
  442         Section 13. Section 726.112, Florida Statutes, is amended
  443  to read:
  444         726.112 Uniformity of application and construction.—Chapter
  445  87-79, Laws of Florida, shall be applied and construed to
  446  effectuate its general purpose to make uniform the law with
  447  respect to the subject of the law among states enacting the law
  448  it.
  449         Section 14. Section 726.113, Florida Statutes, is created
  450  to read:
  451         726.113Governing law.—
  452         (1)For the purposes of this section, the following
  453  provisions shall determine a debtor’s physical location:
  454         (a)A debtor that is an individual is located at his or her
  455  principal residence.
  456         (b)A debtor that is an organization and has only one place
  457  of business is located at its place of business.
  458         (c)A debtor that is an organization and has more than one
  459  place of business is located at its chief executive office.
  460         (2)A claim for relief in the nature of a claim for relief
  461  under this chapter is governed by the claims law of the
  462  jurisdiction in which the debtor is located when the transfer is
  463  made or the obligation is incurred.
  464         (3)This section only applies to determine the claims law
  465  governing a claim for relief under this chapter. This section
  466  does not affect the governing law for any other claims, issues,
  467  or relief between the parties arising outside of this chapter.
  468         (4)If this section requires the application of the claims
  469  law of a foreign jurisdiction, such a determination does not
  470  affect which jurisdiction’s exemption laws apply, the
  471  availability of exemptions under applicable law, or the debtor’s
  472  entitlement to any protections afforded to the debtor’s
  473  homestead under the Florida Constitution.
  474         Section 15. Section 726.114, Florida Statutes, is created
  475  to read:
  476         726.114Application to series organization.-
  477         (1)As used in this section, the term:
  478         (a)“Protected series” means an arrangement, however
  479  denominated, created by a series organization that, pursuant to
  480  the law under which the series organization is organized, meets
  481  the criteria set forth in paragraph (b).
  482         (b)“Series organization” means an organization that,
  483  pursuant to the law under which it is organized, has the
  484  following characteristics:
  485         1.The organic record of the organization provides for
  486  creation by the organization of one or more protected series,
  487  however denominated, with respect to specified property of the
  488  organization, and for records to be maintained for each
  489  protected series that identify the property of, or associated
  490  with, the protected series.
  491         2.Debt incurred or existing with respect to the activities
  492  of, or property of or associated with, a particular protected
  493  series is enforceable against the property of or associated with
  494  the protected series only, and not against the property of or
  495  associated with the organization or other protected series of
  496  the organization.
  497         3.Debt incurred or existing with respect to the activities
  498  or property of the organization is enforceable against the
  499  property of the organization only, and not against the property
  500  of or associated with a protected series of the organization.
  501         (2)A series organization and each protected series of the
  502  organization is a separate person for purposes of this chapter,
  503  even if for other purposes a protected series is not a person
  504  separate from the organization or other protected series of the
  505  organization. Provisions of law other than this chapter
  506  determines whether and to what extent a series organization and
  507  each protected series of the organization is a separate person
  508  for purposes other than the purposes of this chapter.
  509         Section 16. Section 726.115, Florida Statutes, is created
  510  to read:
  511         726.115Relation to Electronic Signatures in Global and
  512  National Commerce Act.—This chapter modifies, limits, and
  513  supersedes the federal Electronic Signatures in Global and
  514  National Commerce Act, 15 U.S.C. ss. 7001, et seq., but does not
  515  modify, limit, or supersede section 101(c) of that act, 15
  516  U.S.C. s. 7001(c), or authorize electronic delivery of any of
  517  the notices described in s. 103(b) of that act, 15 U.S.C. s.
  518  7003(b).
  519         Section 17. This act shall take effect July 1, 2018.

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