Florida businesses will soon gain access to a powerful new tool for organization and asset management. In June 2025, Governor Ron DeSantis signed legislation permitting the formation of Protected Series Limited Liability Companies (“Series LLCs”), with the law taking effect on July 1, 2026. This move places Florida among a select group of states adopting a modern, uniform approach to Series LLCs—significantly expanding options for entrepreneurs, investors, real estate developers, and more.
What Is a Series LLC?
A Series LLC operates as a single legal entity (“parent” LLC) with the ability to create separate internal divisions called “series” or “protected series.” Each series within the umbrella organization can:
- Hold assets and assume its own liabilities
- Enter into contracts and conduct business activities
- Have distinct members, managers, and even business purposes
This structure allows multiple ventures, properties, or investment strategies to coexist under one LLC—without the burden of forming and maintaining separate legal entities for each.
Key Benefits
- Liability Protection: Each series is shielded from the debts and obligations of the parent LLC and other series, so creditors of one series generally cannot access the assets of another.
- Efficiency: Forming multiple series under the same LLC reduces paperwork, legal fees, and administrative costs when compared to creating separate LLCs for each venture.
- Flexibility: Business owners can tailor each series to different projects, assets, or ventures—even with different partners or purposes.
- Recognition of Out-of-State Series: Florida will also recognize series LLCs formed in other states, opening new opportunities for businesses expanding into Florida12.
How the Law Works
- Establishing a Series: The parent LLC creates a series by filing a “protected series designation” with the Department of State. The names of the parent and series must be clearly identified.
- Recordkeeping Requirements: Strict and separate recordkeeping must be maintained for assets and liabilities associated with each series. Failure to do so could result in loss of liability protection, allowing creditors to pierce both the “vertical” (owner vs. LLC) and “horizontal” (series vs. series) liability shields.
- Legal Powers: Each series may sue and be sued, hold assets, and conduct business independently, but may not create its own sub-series.
Who Benefits?
- Real Estate Investors: Hold different properties in separate series to insulate risk and simplify management.
- Franchise Owners: Manage multiple franchise operations under one parent entity, with each as its own series.
- Private Equity & Investment Funds: Segregate investments, projects, or asset pools without forming new LLCs for every single venture.
What’s Next for Florida Businesses?
- The law takes effect July 1, 2026, allowing time for the state to update forms, filings, and administrative procedures to handle both Florida-formed and foreign (out-of-state) Series LLCs.
- Florida businesses (and those entering Florida) can now begin considering whether a Series LLC structure fits their needs. The strict segregation and recordkeeping requirements will require thoughtful planning and legal guidance.
Important Considerations
- Not a Separate Legal Entity: Though each series operates independently, it is not considered a separate legal entity from the parent LLC under Florida law—so careful compliance with all statutory requirements is essential.
- Potential for Fraud Prevention: The law contains safeguards designed to prevent the misuse of series structures for creditor or asset protection fraud, a key concern seen in previous state implementations.
Southern Atlantic Law Group is ready to help clients navigate these new legal structures, assess their suitability, and put the necessary protections and compliance in place. For tailored advice on setting up or converting to a Series LLC, contact our business law team today.
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