Florida Series LLC Law Is Coming: What Business Owners Need to Know Now
- Ashley M. Cornwell, Esq.
- Apr 20
- 7 min read
Florida business owners, real estate investors, and entrepreneurs may soon have a new option for structuring their companies: the series limited liability company ("series LLC"), called a “protected series” under Florida law. This new framework allows a single limited liability company to establish separate internal cells, each with its own assets, rights, obligations, and liability shield.
If you are considering forming an LLC in Florida, understanding how a Florida series LLC works can help you evaluate whether this structure fits your business goals, asset protection strategy, and administrative needs.
Florida’s Series LLC Law Takes Effect July 1, 2026
Florida adopted the Uniform Protected Series Provisions in 2025. The law becomes effective on July 1, 2026. See Fla. Stat. § 605.2101; Fla. Stat. § 605.2802; Chapter 2025-162, Laws of Florida.
That means Florida has authorized protected series LLCs, but businesses should be careful not to describe them as already available under Florida law before the statute’s effective date.
What Is a Series LLC?
A series LLC is a type of limited liability company that can create multiple internal divisions, often called series or cells, within one umbrella entity. Florida’s statute uses the term “protected series.”
Under Florida law, a protected series is treated as a distinct person from:
the parent series LLC,
any other protected series, and
the members or transferees connected to it.
In practical terms, this means one LLC may be able to operate multiple lines of business or hold multiple assets while segregating risk between them.
How a Florida Protected Series LLC Works
Under Florida’s new LLC law, a domestic LLC may establish one or more protected series. To do so, the company must file a protected series designation with the Florida Department of State. A protected series is established when that designation becomes effective. See Fla. Stat. § 605.2201.
Florida also provides that a protected series:
is separate from the main LLC and other protected series,
may sue and be sued in its own name,
may hold its own associated assets, and
may have its own associated members and managers.
Key Features of a Florida Series LLC
1. Liability Segregation
One of the biggest advantages of a Florida protected series LLC is liability segregation. Florida law provides that the debts and liabilities of one protected series are generally solely those of that series and not of another series or the parent company. See Fla. Stat. § 605.2401.
2. Separate Legal Status
Florida expressly states that a protected series is distinct from the series LLC and from any other protected series. See Fla. Stat. §§ 605.2103, 605.2108.
3. Ability to Sue and Be Sued
A protected series has the capacity to sue and be sued in its own name, which is an important feature for contracting, litigation, and operations. See Fla. Stat. § 605.2104.
4. Separate Asset Tracking
Florida’s statute requires careful recordkeeping for associated assets. If the company wants the liability shield to work as intended, it must identify and maintain records for the assets associated with each protected series. See Fla. Stat. § 605.2301.
5. Shared Registered Agent and Reporting Structure
The registered agent for the series LLC also serves as the registered agent for each protected series, and the annual report must identify each protected series. See Fla. Stat. §§ 605.2203, 605.2206.
Example: Florida Real Estate Series LLC
A common use case for a Florida real estate series LLC is a property investor holding multiple rental properties.
For example:
Protected Series A owns Property 1
Protected Series B owns Property 2
Protected Series C owns Property 3
If Property 1 becomes involved in litigation, Florida’s statute is designed so that liabilities tied to that property stay with Protected Series A, rather than reaching the assets of Series B or C, assuming the statutory conditions and recordkeeping requirements are satisfied.
This can make a protected series structure appealing for:
rental property portfolios,
equipment leasing businesses,
franchise operators,
multi-brand entrepreneurs, and
holding companies managing different investment buckets.
Benefits of a Florida Series LLC
Cost Efficiency
A protected series structure may reduce the need to form multiple separate LLCs, which can lower some formation and maintenance costs.
Asset Protection
The main appeal is internal liability shielding. Florida law expressly recognizes separate liability treatment among protected series. See Fla. Stat. § 605.2401.
Operational Flexibility
Each protected series can have different managers, associated members, and business purposes. See Fla. Stat. §§ 605.2106, 605.2302, 605.2304.
Scalable Business Structure
For businesses operating several ventures under one umbrella, a protected series LLC can offer a more scalable framework than forming a separate LLC for every new line of business.
Risks and Practical Considerations
While the Florida series LLC law offers flexibility, it is not a one-size-fits-all solution.
1. The Liability Shield Depends on Good Records
Florida’s statute places real emphasis on identifying and maintaining associated assets. Sloppy bookkeeping can undermine the structure’s usefulness. See Fla. Stat. §§ 605.2301, 605.2404.
2. Florida Case Law Is Still Limited
Because Florida’s protected series statute does not take effect until July 1, 2026, there is little to no Florida appellate case law yet interpreting these provisions directly. That means many practical questions will likely be answered later through litigation, administrative practice, and business usage.
3. Other States May Not Treat a Florida Protected Series the Same Way
If your company owns property or does business outside Florida, you need to consider whether that other state recognizes series structures and how it treats creditor rights, registrations, and litigation involving a protected series.
4. Lenders, Title Companies, and Banks May Be Cautious
Even where a structure is valid by statute, some institutions may be unfamiliar with protected series LLCs and may require extra documentation or prefer traditional LLCs.
Florida Statutes Business Owners Should Know
If you want to understand the new law, these are the key Florida provisions:
Fla. Stat. § 605.2101 — Short title: Uniform Protected Series Provisions
Fla. Stat. § 605.2103 — Protected series is a distinct person
Fla. Stat. § 605.2104 — Protected series may sue and be sued
Fla. Stat. § 605.2108 — Protected series treated as separately formed and distinct
Fla. Stat. § 605.2201 — How to establish a protected series
Fla. Stat. § 605.2203 — Registered agent rules
Fla. Stat. § 605.2206 — Annual report requirements
Fla. Stat. § 605.2301 — Associated asset recordkeeping
Fla. Stat. § 605.2401 — Liability limitations
Fla. Stat. § 605.2402 — Claims seeking to disregard liability limitations
Fla. Stat. § 605.2802 — Effective date and transition rule
Relevant Case Law
Because Florida’s protected series law is new, there is not yet much Florida case law interpreting it directly. Still, a few decisions are useful for context.
Florida courts already recognize LLC separateness
In Palma v. South Florida Pulmonary & Critical Care, LLC, 307 So. 3d 860 (Fla. 3d DCA 2020), the court emphasized that an LLC is an autonomous legal entity, separate and distinct from its members. That principle supports the broader idea that Florida courts take entity separateness seriously.
Federal courts have recognized series entities can sue in their own name
In MSP Recovery Claims, Series LLC v. QBE Holdings, Inc., 965 F.3d 1210 (11th Cir. 2020), the Eleventh Circuit acknowledged that a Delaware series had the power to “sue and be sued.” While that case did not interpret Florida’s new statute, it shows courts are willing to treat a properly created series as a legally cognizable entity where the governing statute allows it.
What that means for Florida business owners
These cases do not resolve how Florida courts will apply the new protected series provisions in future disputes over creditor claims, veil-piercing theories, banking practices, or cross-series asset exposure. But they do suggest that courts are receptive to statutory entity separateness when the legislature has clearly created it.
How to Form a Protected Series LLC in Florida
Once the law becomes effective, the basic process will include:
Form a Florida LLC
Adopt a strong operating agreement addressing protected series governance
File a protected series designation with the Department of State under Fla. Stat. § 605.2201
Name each protected series properly under Fla. Stat. § 605.2202
Maintain separate records and associated asset schedules under Fla. Stat. § 605.2301
Include each protected series in annual reporting as required by Fla. Stat. § 605.2206
Is a Florida Series LLC Right for Your Business?
A Florida protected series LLC may be worth considering if you:
own multiple rental properties,
operate several distinct brands,
manage different investment pools,
want internal asset segregation, or
need a more flexible business structure than multiple standalone LLCs.
But because the law is new, business owners should carefully evaluate:
tax treatment,
insurance structure,
lender/title company acceptance,
out-of-state recognition, and
recordkeeping discipline.
Final Takeaway
Florida has now joined the states authorizing series LLC-style structures, though it does so under the term protected series. The new law becomes effective July 1, 2026.
If used properly, a Florida series LLC may offer meaningful flexibility and liability segregation for real estate investors, entrepreneurs, and holding companies.
That said, the structure is still new in Florida, and the practical details will matter. The statutory benefits are strongest for businesses that are prepared to maintain clear records, separate assets carefully, and operate each protected series with discipline.
Talk With a Florida Business Attorney About Series LLC Planning
Florida’s new protected series law may create real opportunities for business owners and investors who want a more strategic entity structure.
If you are considering:
forming a new Florida LLC,
reorganizing a real estate portfolio,
separating business risks internally, or
planning ahead for 2026 implementation,
AC LAW can help you evaluate whether a Florida protected series LLC makes sense for your business.
Contact AC LAW today to discuss your Florida LLC formation and asset protection strategy.
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