The scenario. A Florida real estate investor holds eight residential rental properties across Jacksonville, Fernandina Beach, and St. Augustine. Currently all eight sit inside a single Florida LLC. A tenant in one property is threatening litigation. The investor wants to wall off the other seven properties before that lawsuit lands and is asking whether to use the traditional “stack of single-asset LLCs” structure or the new Florida Protected Series LLC framework that takes effect July 1, 2026.
Option A: The traditional stack of LLCs
Form eight separate Florida LLCs. Each LLC owns one property. The investor sits as the sole member (or with a spouse) of a holding LLC, which in turn owns 100% of each of the eight property-owning LLCs.
What it costs: eight Articles of Organization filings ($125 each), eight annual reports per year ($138.75 each = $1,110), eight registered agents or one centralized service, eight bank accounts, eight QuickBooks files (or eight separate sub-accounts in a single QB Online subscription), and eight tax reports rolled up to the holding entity. Total ongoing cost: roughly $1,500–$2,500/year in filings, more in accounting.
What it buys: well-established Florida case law respecting the liability shield between sister LLCs, provided each LLC is genuinely separately maintained.
Option B: The Protected Series LLC (post-July 2026)
Form a single Florida parent LLC and file a Protected Series Designation for each of the eight properties under the new Protected Series LLC framework. One annual report at the parent level, one registered agent, one master operating agreement.
The cost savings are real. The catch is meticulous recordkeeping. Each protected series must hold title to its property in the series’ own name, maintain a separate bank account in the series’ own name, sign its own contracts, and keep its own books. If commingling occurs, the internal liability shield between series can collapse — the series-LLC equivalent of piercing the corporate veil.
The case for the traditional stack (today)
The traditional stack is battle-tested. Decades of Florida case law confirm that properly maintained single-asset LLCs shield each other. For a passive investor who tends to commingle bank accounts or who values certainty over the latest cost savings, the traditional stack remains the safer structure.
It is also the only available structure before July 1, 2026.
The case for the Protected Series LLC (post-2026)
For an investor with the discipline to maintain rigorous recordkeeping, the Protected Series LLC saves real money over time and reduces filing overhead. It is the right choice for an active investor who plans to add properties regularly and who already runs the books carefully.
It is also reversible — if the structure does not work, the parent LLC can be split into separate LLCs later.
What the operating agreement has to say
Whether the investor uses the traditional stack or the protected series structure, each LLC (or each series) needs a written operating agreement that covers capital contributions, profit and loss allocation, management authority, distribution mechanics, transfer restrictions, and dissolution. Florida courts give an operating agreement substantial weight when assessing whether the LLC should be respected as a separate legal entity.
What about the pending lawsuit?
Restructuring AFTER a claim has been threatened raises fraudulent-transfer concerns under Florida’s Uniform Voidable Transactions Act (FUVTA). Transferring the seven non-litigated properties out of the single LLC into a new structure while a claim is pending can be unwound by the litigation plaintiff. The right time to restructure is BEFORE a claim materializes. For this investor, the priority is defending the pending claim — restructuring decisions follow once that resolves.
Talk to a Florida Business Lawyer
If you are navigating a scenario like this one, schedule a consultation with Montague Law at 904-234-5653 or use the contact form. The firm represents founders, investors, and business owners statewide and nationally from offices in Fernandina Beach and Coral Gables (Miami).
Templates and resources referenced
- Florida Articles of Organization (LLC)
- Multi-Member LLC Operating Agreement
- Florida Protected Series LLC Goes Live July 1, 2026
This case study is a composite illustration drawn from common founder scenarios. It does not describe any specific client or matter and is provided for general informational purposes only. It is not legal, tax, or financial advice and does not create an attorney-client relationship. Consult counsel for guidance tailored to your specific facts.