Series LLC

Florida law recently added a new business structure to its toolkit: the Series LLC. The series LLC framework became effective in Florida on July 1, 2026, under Chapter 605 of the Florida Revised Limited Liability Company Act. If you own multiple assets, properties, or business ventures and are looking for a way to organize them under one umbrella while keeping them legally separate from each other, this is a structure worth understanding.

What Is a Series LLC?

A Series LLC is a single limited liability company that contains one or more legally distinct units called “protected series.” Under Florida law, each protected series is treated as a separate legal person — distinct from the main LLC, distinct from every other protected series, and distinct from the members themselves. Each protected series can hold its own assets, have its own members, enter into its own contracts, and carry its own liabilities.

The practical appeal is straightforward: if one protected series faces a debt or legal claim, the assets held by a different protected series — or by the main LLC — are generally not reachable to satisfy that obligation. Florida Statute Section 605.2401 provides that a debt or liability of a protected series is solely the debt or liability of that series, and that neither the main LLC nor any other protected series is responsible for it. This liability separation is the core reason business owners explore this structure.

How Does It Work?

A Series LLC starts with the formation of the main LLC and the filing of a protected series designation with the Florida Department of State for each series being established. Each protected series must be properly named — Florida law requires the name to begin with the name of the main LLC and include the phrase “protected series” or the abbreviation “P.S.” or “PS.” — and each must be included in the main LLC’s annual report going forward.

 

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Is a Series LLC Right for Your Business?

Critically, the liability protection between series depends on how assets are tracked and maintained. Florida law requires each protected series to maintain records that clearly identify its associated assets — describing them with enough specificity that an outside observer could identify the asset, distinguish it from assets of other series, and determine how and when the series acquired it. This recordkeeping requirement is not a formality. If assets are not properly documented as belonging to a specific series, the liability separation the structure is designed to provide may not hold.

The Series LLC is not the right structure for every business. It is most commonly discussed in the context of real estate investors who hold multiple properties and want to insulate each property from claims arising from the others, and for entrepreneurs who operate multiple distinct business lines and want internal liability separation without forming entirely separate entities.

There are also practical considerations that go beyond the legal structure itself — including how banks, lenders, and title companies treat individual series, how the structure interacts with tax treatment, and what the administrative obligations look like over time. Your attorney can address the legal structure. Your CPA should be involved in any discussion of how a Series LLC affects your tax situation.

Because this is a newly effective framework in Florida — with no track record of Florida court decisions interpreting it yet — anyone considering this structure should approach it with informed caution and proper legal guidance. The statute provides the framework. How Florida courts will apply it in practice will develop over time.

If you are exploring whether a Series LLC makes sense for your situation, the place to start is a conversation.

Related FAQs

Do I need an operating agreement if I am the only member of my LLC?

Florida does not legally require an operating agreement, but having one is strongly advisable even for single-member LLCs. It establishes how the business is run, protects the liability separation between you and the business, and is often required by banks and lenders.

Does a Series LLC eliminate the need for good recordkeeping?

No. It makes recordkeeping more important. Florida law requires each protected series to maintain clear records identifying its associated assets. If assets are not properly documented as belonging to a specific series, the liability protection the structure is designed to provide may not hold.

How do I keep my LLC or corporation in good standing in Florida?

Florida requires all active business entities to file an annual report with the Division of Corporations — known as Sunbiz — by May 1st each year. Entities that miss the deadline face late fees, and entities that fail to file can be administratively dissolved.

Is the Series LLC available in Florida?

Yes. Florida’s Series LLC framework became effective on July 1, 2026 under Chapter 605 of the Florida Revised Limited Liability Company Act. It is a new addition to Florida law and there is not yet an established body of Florida court decisions interpreting how it will be applied in practice.

What is a Series LLC?

A Series LLC is a single limited liability company that contains one or more legally distinct units called protected series. Each protected series can hold its own assets, have its own members, and carry its own liabilities — separately from the main LLC and from every other protected series.

What is the difference between an LLC and a corporation?

Both structures provide liability protection that separates your personal assets from your business obligations, but they differ in how they are managed, how ownership is structured, and how they are treated for tax purposes. The right choice depends on your goals, how many people are involved, and your plans for the business — it is worth a conversation before you file anything.

What kind of law does South Florida Business Attorney PLLC practice?

This is a transactional business law firm, which means the focus is on the legal documents and structures that support business operations and transactions — contracts, entity formation, business sales and acquisitions, and outside general counsel services.

Who typically uses a Series LLC?

The structure is most commonly discussed in the context of real estate investors who hold multiple properties and want to insulate each one from claims related to the others, and entrepreneurs who operate multiple distinct business lines under one umbrella. Whether it is the right structure for a specific situation requires a careful analysis of the goals, the assets involved, and the administrative obligations.