Florida now offers businesses the ability to organize as a series LLC. In 2025, Florida enacted legislation adding protected series provisions to the Florida Revised Limited Liability Company Act. These new provisions are contained in Florida Statutes §§605.2101 – 605.2802 and became effective on July 1, 2026. They outline the mechanics, requirements, and potential benefits of organizing as a series LLC.
Florida previously allowed foreign series LLCs to conduct business in the state. Florida now joins Delaware, Texas and others by providing for the formation of its own domestic series LLCs.
What is a Series LLC?
A series LLC is a limited liability company which acts as a single parent for one or more internal units, identified as protected series. A series LLC operates similarly to a holding company. However, instead of a parent company holding subsidiaries, the component parts are consolidated into a single legal entity.
Each protected series may hold its own assets, carry on its own operations and incur its own liabilities, all within the broader legal structure of the parent series LLC. Further, each protected series may have its own members, managers and governance. In sum, each protected series may act as its own “person” under the umbrella of the series LLC.
However, each protected series is ultimately tied to the series LLC. The operating agreement of the series LLC will govern the series LLC, the protected series and the relationships they have with each other and with third parties. A protected series may not exist independently and must dissolve on the dissolution of the series LLC.
How is a Series LLC Formed?
To form a series LLC, an existing LLC must designate a protected series. Unless the LLC’s operating agreement specifies otherwise, Florida law requires an affirmative vote of every LLC member to designate a protected series. If approved, the LLC must then file the designation 1 with the Department of State. This filing creates the protected series and transitions the existing LLC into a series LLC. There is no option to file as a series LLC from inception.
How does Membership and Management Function?
Each member of a protected series, known as an associated member, must be a member of the series LLC. However, members of the series LLC are not automatically made associated members of a protected series. A member becomes an associated member of a protected series if the operating agreement or a procedure created by the operating agreement establishes them as an associated member. If a protected series has no associated members, the series LLC is deemed to be the sole associated member of that protected series.
Managers of protected series can be any legally recognized person. They need not be members of either the series LLC or the protected series. The series LLC or any protected series may act as the manager of any other protected series.
What are the Requirements and Restrictions of a Series LLC?
A series LLC must adhere to several significant statutory requirements and restrictions to obtain and preserve the benefits of the structure. Most importantly, a series LLC and its protected series are required to keep careful and comprehensive records of their respective assets. The records must describe each asset in sufficient detail to allow a disinterested, reasonable individual to identify it, determine its origin and distinguish it.
Beyond recordkeeping, Florida law also restricts the ability of a series LLC to engage in certain entity transactions. A series LLC and its protected series are generally prohibited from participating in conversions, domestications, interest exchanges, mergers, and substantially similar transactions, subject to limited statutory exceptions.
A failure to comply with statutory requirements could lead to disputes about the separation of the series LLC and its protected series. Further, it may ultimately result in the loss of some liability protections.
How is a Series LLC Dissolved?
A series LLC is dissolved under the ordinary Florida LLC dissolution provisions. Specifically, a series LLC may be dissolved upon: 1) the consent of all members; 2) the occurrence of a condition or circumstance specified in the operating agreement; 3) the passage of 90 consecutive days without any members, subject to the statutory exception for admitting a new member; 4) the entry of a judicial-dissolution decree; or 5) administrative dissolution by the Department of State.
Likewise, a protected series may be dissolved independently upon: 1) the dissolution of the parent series LLC; 2) the consent of all associated members; 3) the occurrence of a condition or circumstance specified in the operating agreement; 4) a court order, issued after application by the series LLC, a member or manager thereof, an associated member or a protected series manager; or 5) administrative dissolution by the Department of State.
A dissolved series LLC and each protected series may wind up their respective activities in substantially the same manner as an ordinary LLC. A series LLC cannot complete winding up until each protected series has been wound up itself.
What are the Benefits of a Series LLC?
A series LLC provides several key benefits. First, it provides both a horizontal and a vertical shield to liability. The traditional vertical shield generally protects members and managers from personal liability for obligations incurred by the series LLC in its whole.
The horizontal shield segregates liability and includes a non-liability rule as well as a non-recourse rule. The non-liability rule generally ensures that the series LLC and each protected series will be unaffected by the liabilities of one another. The non-recourse rule limits a creditor’s reach to only those assets associated with the unit which incurred the liability.
Second, a series LLC allows for increased consolidation. A series LLC allows for the creation of a single legal entity. This removes the need to form multiple LLCs, each with its own filings. This feature streamlines administrative undertakings and may significantly lessen the burden of entity management for some businesses.
Third, it allows for individually tailored management, structure and operation within each protected series. An individual protected series may determine its own associated members and select its own managers. It may raise its own capital, manage its own assets and liabilities, enter into its own contracts and generally engage in business separate from other protected series and the parent series LLC.
What are the Potential Drawbacks?
There are several potential drawbacks associated with the use of a series LLC. First, the horizontal shield is not self-executing upon formation. Instead, its effectiveness requires the strict separation of assets and careful adherence to the recordkeeping requirements discussed above.
Additionally, Florida law authorizing series LLCs remains in its infancy. As a result, case law on the subject is significantly limited. This creates a lack of predictability regarding how courts will address important issues such as rights, duties, maintenance and liabilities. Further, it produces uncertainty as to whether third parties, including lenders, insurers, taxing authorities and courts outside of Florida will recognize the series LLC and accommodate its structure and intended protections.
Conclusion
Businesses should make the decision to use a series LLC carefully. Thoughtful advance planning is essential for a business to determine if it is well suited to the structure. The series LLC offers a potentially powerful tool for asset protection and administrative efficiency. But its benefits are only as strong as the compliance behind them.
CITATIONS
1. Fla. Stat. §§ 605.2101-605.2802 (2025) (the Uniform Protected Series Provisions).
2. Fla. Stat. § 605.0702 (2025).
3. Louis T. M. Conti & Gary I. Teblum, Florida’s New Protected Series LLC Law: Part I, 100 Fla. B.J. 22 (May/June 2026), https://www.floridabar.org/the-florida-bar-journal/floridas-new-protected-series-llc-law-part-i/.
4. Perry F. Sofferman, Florida’s New Protected Series LLC Law To Take Effect This Summer, Baker Donelson (Feb. 24, 2026), https://www.bakerdonelson.com/floridas-new-protected-series-llc-law-to-take-effect-this-summer.
5. Mallory D. Osteen, Florida’s New Protected Series LLC – Proceed With Caution, Williams Parker (May 8, 2026), https://www.williamsparker.com/insights/sponsored-content-floridas-new-protected-series-llc-proceed-with-caution/.
About The Author:
James Miley, Law Clerk, earned his J.D. from the University of Alabama School of Law and holds a degree in Political Science from the University of Northern Colorado. Originally from Denver, Colorado, he now calls Milton home and is excited to begin this next chapter with our team.
Before joining Clark Partington, James gained experience at a law firm in Tuscaloosa, Alabama, where he worked on a wide range of legal matters.
An Eagle Scout and outdoor enthusiast, James has canoed more than 100 miles down Utah’s Green River, lived in five states, and enjoys spending time with family and friends, exploring historical sites, and making the most of life on the Gulf Coast.