Florida Series LLC

Florida’s protected series LLC law has been in force since July 1, 2026. It allows a single parent LLC to create internal divisions called protected series, each with its own assets, liabilities, members, and managers, and each behind a statutory liability shield.

The protected series structure lets real estate investors and multi-venture business owners separate risk across properties or business lines without forming a separate LLC for each one. A lawsuit against one series generally cannot reach the assets of another series or the parent LLC, provided the statutory recordkeeping requirements are followed. The protection depends on records that tie every asset to its series. Bankruptcy treatment is untested.

How Florida’s Protected Series LLC Law Works

Florida’s protected series LLC law follows the Uniform Protected Series Act, which the Uniform Law Commission created in 2017 so a state could add series provisions to an existing LLC act. Delaware passed the first series LLC statute in 1996, and more than 20 other jurisdictions have since enacted one. The Florida Bar’s Business Law Section formed a task force in 2020 to study the uniform act. The legislature adopted its recommendation with changes for Florida law.

A Florida LLC becomes a series LLC by establishing its first protected series. Florida requires no series statement in the articles of organization. Establishing a series takes the affirmative vote or consent of all members, unless the operating agreement changes how the company approves it. The company then delivers a protected series designation to the Department of State naming the company and the series, and the series exists when that designation takes effect.

Every series name must begin with the parent LLC’s name and include the phrase “protected series” or the abbreviation “P.S.” or “PS.” A series cannot create sub-series. Each series can sue and be sued in its own name and counts as a separate “person” for liability purposes and under the Uniform Commercial Code, even though it is not a separate legal entity from the parent LLC.

Both newly formed LLCs and existing Florida LLCs can establish protected series now that the law is in force. Florida also recognizes foreign series LLCs formed in other states, and a foreign protected series that transacts business here applies for its own certificate of authority, as though it were a separately formed LLC.

Recordkeeping Requirements

The liability shield between series survives only if each series creates and maintains records that identify its assets separately from every other series and from the parent LLC. The statute requires records detailed enough that a disinterested, reasonable individual could identify each asset, distinguish it from assets held by other series and the parent, and determine when and how the series acquired it. If an asset came from the parent or another series, the records must also document the consideration paid and the parties on both sides of the transfer.

These requirements go beyond standard LLC bookkeeping. Each series should maintain its own bank account, its own insurance policies, and its own contracts. Assets cannot be pooled across series or treated as interchangeable. Internal transfers between series must be documented with the same rigor as arm’s-length transactions between unrelated entities.

An asset the records do not tie to a specific series is a non-associated asset, and a judgment against the parent LLC or another series can be enforced against it. The party claiming that an asset is associated carries the burden of proof. A creditor can also argue ordinary piercing, which Florida applies as if each series were a separate LLC. A failure to observe formalities can be a ground to disregard the shield between the company and a series, or between two series. It is not a ground to reach the members personally.

The Horizontal Liability Shield

A standard LLC provides a vertical liability shield that protects individual members from the company’s business obligations. A protected series LLC adds a second, horizontal shield that insulates each series from the obligations of every other series and from the parent LLC itself.

Under the horizontal shield, a creditor of one series generally cannot enforce its claim against assets held by a different series. A real estate investor holding ten properties in ten separate series keeps a slip-and-fall judgment at one property from threatening the other nine. The parent LLC’s own assets are similarly insulated from the obligations of any individual series.

The horizontal shield comes from the statute alone. Separate LLCs produce the same separation because each one is its own legal entity, and decades of case law confirm that one LLC’s creditors cannot reach another LLC’s assets. Series statutes have been on the books in some states since 1996 and have produced little case law testing the shield’s limits. Florida has none.

Asset Protection Considerations

Florida’s protected series law applies the existing charging order statute when a member’s personal creditor pursues the member’s interest in a series. A protected series has its own transferable interest, owned by the member associated with that series. A judgment creditor of that member gets the same charging order remedy the LLC act gives against any member’s interest. The LLC act bars foreclosure only where a company has more than one member, and no Florida decision says whether that count runs on a series’ associated members or on the parent LLC’s.

For single-member parent LLCs, the series structure adds nothing at the membership level. Florida permits foreclosure on a sole member’s LLC interest only where the court is satisfied that charging order distributions cannot clear the judgment debt within a reasonable time. If a creditor forecloses on the sole member’s interest in the parent LLC, the creditor potentially gains access to every series through the parent. A multi-member parent LLC with a properly drafted operating agreement remains the stronger foundation for creditor protection regardless of whether the series structure is used.

Bankruptcy treatment is uncertain. Federal bankruptcy jurisdiction preempts state law, and bankruptcy trustees have broad avoidance powers. Whether a bankruptcy filing by the parent LLC would sweep in the assets of individual series, or whether each series would be treated as a separate debtor, has not been resolved. The uniform act’s drafters acknowledged this concern, but federal courts will make the final determination.

Series LLC vs. Separate LLCs

The primary advantage of a protected series LLC over multiple separate LLCs is administrative efficiency. Forming ten separate Florida LLCs requires ten formation filings at $125 each, ten annual reports at $138.75 each, and potentially ten registered agent arrangements. A single series LLC is formed once and keeps one registered agent for the company and all of its series, though each series takes its own designation filing and must be named in the company’s annual report.

The primary disadvantage is that the shield is untested in court. Separate LLCs have decades of judicial precedent confirming that one entity’s liabilities cannot reach another entity’s assets. The series LLC’s horizontal shield is statutory but has minimal case law anywhere and no Florida case law at all. Courts have not addressed how the shield interacts with fraudulent transfer claims, how bankruptcy trustees will treat series assets, or whether certain creditors (particularly governmental agencies and tort claimants) can reach across series boundaries.

The cost savings also narrow in practice. Each series must maintain its own bank account, its own insurance coverage, and its own accounting records. Banks may not yet have procedures for opening accounts in the name of a protected series. Insurers may require separate policies per series. The administrative burden of maintaining compliance across ten series is comparable to maintaining ten separate LLCs, even if the state filing fees are lower.

	Protected Series LLC	Separate LLCs
Formation cost	1 filing + series designations	Separate filing per LLC ($125 each)
Annual reports	Company report must name each series	1 report per LLC ($138.75 each)
Liability shield	Statutory, untested in FL courts	Decades of case law
Bankruptcy treatment	Uncertain	Well-established
Recordkeeping	High (per-series separation required)	Standard (per-entity)
Banking/insurance	Institutions may not recognize series	Standard entity accounts

For asset protection purposes, the certainty of separate LLCs outweighs the cost savings of the series structure when the portfolio involves high-value assets. The cost difference is most meaningful for portfolios with many lower-value assets where the filing and maintenance fees for separate LLCs would be disproportionate to the value protected.

Why Florida Waited Until 2026

Florida adopted series LLC legislation in 2025, nearly three decades after Delaware passed the first series statute in 1996. When the Florida legislature overhauled the entire LLC act in 2013, the drafting committee considered and rejected a series LLC provision.

Jon Alper talked to an attorney who served on the Florida Bar committee that drafted the 2013 LLC law. The committee recognized that a series LLC statute would attract some out-of-state businesses to Florida. The concern was that small business owners would not realize how complicated operating a series LLC is. Each series must maintain distinct books and records and follow its own operational formalities. Committee members felt that small businesses using the structure incorrectly would expose themselves to veil-piercing claims without understanding the risk.

The 2025 legislation answers that concern by adopting the uniform act’s model, which requires asset-level records and states in the statute what a records failure costs. The legislature set the effective date more than a year after the governor signed the bill. No Florida LLC could designate a protected series before that date.

Who Should Consider a Protected Series LLC

The protected series LLC is best suited for businesses managing multiple similar assets with recurring liability exposure and moderate individual value. Real estate investors holding numerous rental properties, franchise operators with multiple locations, and investment funds managing separate asset pools are the typical use cases.

The structure is less appropriate for a single high-value asset, where the cost savings are minimal and the untested shield creates unnecessary risk. It is also less appropriate as a stand-alone creditor protection strategy. The horizontal shield protects assets from cross-contamination between ventures, but it does not strengthen the debtor’s position against a personal creditor pursuing a charging order or foreclosure against the member’s parent LLC interest.

A full protection strategy typically starts with entity structure at the LLC level, adds statutory protections like tenants by the entirety ownership and homestead, and where appropriate includes offshore structures for assets exceeding domestic protection thresholds. A protected series compartmentalizes business risk at a lower filing cost. What a personal creditor of the member can reach still depends on the membership structure and the operating agreement.