Florida Finally Has Series LLCs. Here's What That Actually Means.

For years, Florida business owners who wanted to wall off assets from each other had exactly one playbook: form more LLCs. Structures generally include a holding company and one or more operating companies, with each constituting a separate legal entity for every property or product line. It works, but every new entity means another filing, registered agent, annual report, operating agreement, and bank account to keep straight, along with all accompanying annual fees.

As of July 1, 2026, there is a second playbook. Florida's new Protected Series LLC law is in effect, and it lets a single LLC create multiple protected "series" under one roof, each with its own assets, liabilities, and liability shield.

What a Series LLC is

A series LLC is an umbrella structure: one LLC acts as the "parent," creating internal compartments known as "series" (or "protected series"), each of which can hold its own assets, run its own operations, sign its own contracts, and take on its own debts. You can add as many series as you need, each through a simple designation filing rather than forming a whole new entity with the state—therein saving all associated administrative burdens and costs. The feature that makes it all worth doing is the wall between the compartments: the debts and liabilities of one series generally cannot be enforced against the parent LLC or any of its sibling series.

What the New Law Does

Senate Bill 316, signed in June 2025 and effective July 1, 2026, adds protected series provisions to the Florida Revised LLC Act (new Sections 605.2101 through 605.2802). Florida modeled its statute on the Uniform Protected Series Act, joining a small group of states with a comprehensive framework, rather than copying the earlier and less prescriptive Delaware approach.

The mechanics are simple. A Florida LLC creates a series by filing a protected series designation with the Department of State. Each series must carry the parent LLC's name plus "Protected Series" (or the abbreviations "PS" or "P.S."). From there, each series can hold title to property, sign contracts, sue and be sued in its own name, and have its own members and managers, even though it is not a separately formed entity. There is no limit on how many series one LLC can create.

The headline feature is the horizontal liability shield. The debts of one series cannot reach the assets of the parent LLC or any other series. That's the same protection you would get from forming separate companies without forming separate companies.

Who This Is Built For

The classic case is the real estate investor with a growing portfolio. Under the old playbook, ten properties meant ten LLCs plus a holding company, with the costs and paperwork multiplying at every closing. Under the new law, one LLC with ten protected series (one per property) is all that's needed. If a tenant slips and falls at the property in series three, a resulting judgment should generally be satisfiable only from the assets of series three. Furthermore, adding property eleven is a designation filing, not a whole new company.

The same logic fits operators running distinct business lines under one ownership group, investment funds separating strategies or assets, and family enterprises that want clean internal walls without a sprawling, complex org chart.

The Catch: Your Records Are the Shield

It must be noted, however, that the liability shield is conditioned upon sound recordkeeping. Florida's statute requires each series to keep records that identify its assets with sufficient specificity that a "disinterested, reasonable person" could identify which assets belong to which series, when and from whom each was acquired, and, (for transfers between series) what consideration was paid.

Fail that test, and creditors can pierce the shields. In other words, a series LLC run with commingled bank accounts and casual bookkeeping may offer no better inter-series protection than a single traditional LLC, while giving the false impression that assets are walled off from each other.

When the Traditional Structure Still Wins

While attractive, series LLCs may not be the answer in every scenario. If you expect to sell your company in the next few years, buyers and their legal teams know exactly how to diligence a conventional holding company structure; the untested series structure is brand new to Florida and will draw questions. Lenders and title companies will need time to build comfort. Federal tax treatment of individual series remains unsettled, with IRS guidance still in proposed form. Furthermore, if your operations cross into states without series legislation, the shields may not travel with you. Florida courts have not yet analyzed litigation regarding the new statute, either.

The right structure depends on what you own, where it sits, who lends against it, and where the business is headed. As of this month, there's a new option on the table to consider with your counsel.

The Bottom Line

Florida just handed business owners a useful tool: statutory asset-separation protection at a fraction of the administrative weight. It rewards owners keep diligent records and possibly removes protections for those who don't. If you have been putting off restructuring because the multi-entity route felt like overkill, this is a good moment to take a fresh look.

Want to go straight to the source? Read the full text of Senate Bill 316 (2025).

*This article is for general information purposes only and does not constitute legal advice nor create any attorney-client relationship.