Florida Series LLCs Are Now Available: What the New 2026 Law Changes
Florida joined the jurisdictions permitting protected series limited liability companies when its new statutory framework became effective on July 1, 2026. Commonly called a series LLC, the structure allows a Florida LLC to establish one or more protected series with separately associated assets, activities, members, managers, rights, and liabilities.
The structure may be useful for real estate portfolios, investment platforms, operating divisions, intellectual-property holdings, and other businesses seeking internal compartmentalization. It is not a shortcut around careful formation. The liability limitations depend on filings, naming, records, asset association, governance, and transaction-specific treatment.
The New Act Creates Protected Series Within a Florida LLC
Chapter 2025-162, Laws of Florida, added the Protected Series Limited Liability Company Act to chapter 605, with an effective date of July 1, 2026. See Fla. Stat. §§ 605.2101–.2802 (2026). A protected series exists within a series LLC but may have its own associated assets, business purpose, members, and management arrangements.
The structure can reduce the need to form a separate LLC for every project, but a protected series is not simply an internal accounting nickname. The statute requires formal creation and continuing compliance before the liability rules can be relied upon.
Creation Requires Consent and a Filed Designation
A Florida LLC generally may establish a protected series only if the requirements of the statute and operating agreement are satisfied. Section 605.2201 addresses member consent and requires filing a protected-series designation with the Department of State. Fla. Stat. § 605.2201 (2026).
The designation should be coordinated with the series LLC’s articles and operating agreement. The agreement should address who may create or terminate a series, membership, management, distributions, transfers, records, allocations, and conflicts among the company and its protected series.
Names, Registered Agents, and Annual Reports Matter
The statute prescribes naming rules intended to identify the relationship between the protected series and the series LLC. See id. § 605.2202. A protected series also operates within statutory registered-agent and annual-report requirements. See id. §§ 605.2203, 605.2206.
Contracts, bank accounts, deeds, invoices, insurance, licenses, and public communications should consistently identify the correct protected series. Using the parent LLC’s name for one transaction and an informal series name for another can undermine the factual clarity the structure is intended to create.
Assets Must Be Properly Associated
Internal liability separation depends heavily on associating assets with the correct protected series or with the series LLC itself. The statute requires records that identify associated assets with sufficient specificity. Fla. Stat. § 605.2301 (2026).
A global spreadsheet prepared after a claim may not substitute for contemporaneous records, title documents, account ownership, and transaction history. Real property should be deeded correctly; revenue and expenses should flow through appropriate accounts; and transfers among series should be documented rather than treated as invisible internal movements.
The Liability Shield Is Conditional
Section 605.2401 addresses limitations on liability among the series LLC, its protected series, and their associated assets. Properly implemented, the framework is intended to prevent a liability associated with one protected series from automatically reaching assets associated with another series or the company solely because of the internal relationship.
The statute does not eliminate ordinary veil-piercing principles, direct liability for one’s own conduct, guaranties, fraudulent transfers, contractual waivers, or failures to maintain the statutory separation. Creditors and counterparties may also negotiate cross-collateralization, parent guarantees, or covenants that reduce the practical isolation.
A Series Structure Raises Operational Questions Beyond Formation
Tax classification, employer obligations, licensing, lender underwriting, insurance, bankruptcy treatment, foreign qualification, and recognition in other states require separate analysis. A jurisdiction unfamiliar with protected series may not treat the structure exactly as Florida does.
Banks, title companies, insurers, regulators, and contract counterparties may require additional documentation. The expected savings from one umbrella structure should be compared with the cost of maintaining separate records, accounts, agreements, and compliance for each protected series.
Existing Portfolios Should Not Be Converted Casually
Moving existing assets or operations into protected series may trigger lender-consent provisions, documentary taxes, transfer taxes, reassessment, title issues, licensing changes, contract assignments, insurance endorsements, or creditor concerns. The transfer plan should be reviewed asset by asset.
A series LLC also should not be used to move assets away from an existing claimant or known obligation. Fraudulent-transfer and equitable remedies remain available when transactions are structured to hinder or evade creditors.
A Formation and Maintenance Checklist
Businesses considering the new structure should address at least the following:
Confirming that the intended activities, jurisdictions, lenders, insurers, and regulators will recognize the structure.
Drafting articles and an operating agreement specifically for protected-series governance.
Filing each protected-series designation and complying with naming and annual-report requirements.
Opening appropriate accounts and maintaining contemporaneous asset-association records.
Executing contracts, deeds, licenses, and insurance in the correct series name.
Documenting inter-series transactions and avoiding commingling.
Reviewing tax, employment, bankruptcy, foreign-qualification, and creditor implications.
How Equity Legal Can Help
Equity Legal advises Florida businesses, investors, lenders, and property owners regarding LLC formation, protected series, operating agreements, portfolio structuring, asset transfers, financing, contracts, governance, and disputes. The new law creates useful planning options, but the benefit depends on disciplined implementation after formation.
This article is provided for general informational purposes only and does not constitute legal advice. Reading it does not create an attorney-client relationship. Legal requirements may change, and their application depends on the specific facts.
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