A plain-English guide to Florida’s newest entity option — what it does, who it actually helps, and the recordkeeping mistakes that will dissolve its protection in court.
On June 23, 2025, Governor Ron DeSantis signed Florida Senate Bill 316 into law, adding sections 605.2101 through 605.2802 to the Florida Revised Limited Liability Company Act. The new framework — Florida’s version of the Uniform Protected Series Act — becomes effective July 1, 2026. For the first time, a single Florida LLC will be able to create internal compartments, each with its own assets, liabilities, members, and liability shield. Until now, Florida founders and real estate investors who wanted that structure had to form in Delaware, Texas, Wyoming, or another series-LLC jurisdiction. That is about to change.
The new statute is powerful, but it is also one of the easiest entities in Florida to misuse. If you take the wrong shortcuts on formation, recordkeeping, or banking, you can lose the very protection that justified the structure in the first place. This article walks through what the Florida Protected Series LLC actually is, who it works well for, and the compliance habits that have to be in place from day one.
What a Protected Series LLC Actually Is
A traditional Florida LLC is one entity with one balance sheet. If a tenant in one of your rental properties sues, every asset inside the LLC is on the table. The standard workaround is to form a separate LLC for every property or every line of business — clean liability segregation, but expensive in filing fees, registered-agent fees, annual reports, and accounting overhead.
A protected series LLC compresses that structure into a single parent LLC with multiple internal series. Each series is created by filing a Protected Series Designation with the Florida Department of State. Once filed and properly maintained, each series can:
- Hold its own “associated assets,” separate from the parent and from every other series.
- Owe its own “associated liabilities,” which (in theory) cannot reach the parent or any other series.
- Have its own members, managers, and business purpose, distinct from the parent or sibling series.
- Sue and be sued in its own name.
- Maintain its own books, bank accounts, and contracts.
The legal innovation is that a creditor of Series A cannot reach assets held by Series B — even though both series live inside the same parent LLC — provided the statutory and recordkeeping requirements are followed. Think of it as a single condominium building (the parent LLC) where each unit (a series) has its own deed, mortgage, and door.
Who Benefits Most From the Florida Protected Series LLC
The structure is not a fit for every business, but for a defined set of Florida operators, it solves a real problem at a real cost savings.
Florida real estate investors
If you own five or ten rental properties, the standard playbook is one LLC per property. That can mean $138.75 in annual report fees per LLC, separate registered-agent fees, separate bank accounts, and separate tax returns. With a protected series structure, you have one parent LLC and one annual report at the parent level, while each property sits in its own protected series with its own liability shield. Done correctly, it is the single biggest reason most Florida real estate investors will look at SB 316 closely.
Family offices and holding companies
Families that hold a mix of operating businesses, marketable securities, vacation properties, and aircraft typically want each asset class walled off. A protected series LLC lets you build the wall once and house each asset class in its own series with its own governance.
Fund managers running parallel sleeves
Small Florida fund managers can use a protected series LLC to house parallel investment sleeves (for example, an accredited-investor sleeve and an offshore-feeder sleeve), each with its own investors and economics, without forming a stack of separate Florida LLCs.
Multi-brand operators
Operators who run multiple consumer brands or service lines — say, three restaurant concepts under one ownership group — can put each brand in its own series and keep an underperforming or troubled brand from dragging down the others.
How a Florida Protected Series LLC Is Formed
There is no separate “series LLC” filing in Florida. You start with an ordinary Florida LLC under Chapter 605 — that LLC becomes the parent. To create a protected series, the parent then files a Protected Series Designation with the Florida Division of Corporations identifying the series by name.
A few mechanical points that matter on day one:
- Naming. Each protected series name must begin with the parent’s name and include a designation that signals it is a protected series (a common convention is the parent name followed by “Protected Series” and a unique identifier).
- Operating agreement. The parent’s operating agreement must authorize the formation of protected series and set out how series are created, modified, and dissolved. An off-the-shelf single-member operating agreement will not be enough.
- Registered agent. The parent and every protected series share the parent’s registered agent in Florida.
- Annual reports. Florida requires an annual report for the parent. Confirm with current Department of State guidance whether protected series themselves require separate annual filings or are reported on a schedule to the parent’s report.
Existing Florida LLCs can adopt the series structure on or after July 1, 2026, by amending their articles and operating agreement and filing the relevant designation — you do not have to dissolve and re-form.
The Compliance Trap: Recordkeeping and Asset Segregation
The internal liability shield between series is the entire point of the structure. It is also the easiest thing to lose. Florida’s statute, like every Uniform Protected Series Act state, requires that each series’ associated assets be “identified” — by title, by accounting records, or by some other reasonable method — so that a court (or a creditor) can tell which series owns what.
In practice, that means each series should have, from the day it holds its first asset:
- A separate bank account in the series’ own name (not the parent’s).
- Title to real estate, vehicles, or intellectual property recorded in the series’ name, not the parent’s.
- Its own books and accounting ledger, even if the same bookkeeper maintains all of them.
- Contracts (leases, vendor agreements, loan documents) signed in the series’ name.
- Separate insurance policies — or named coverage on a master policy that clearly identifies which series is insured.
If a creditor of Series A can show that money and assets moved freely between the parent and series, or between sibling series, without proper documentation, a Florida court can — and likely will — let that creditor reach assets that were supposed to be walled off. This is the series-LLC equivalent of piercing the corporate veil, and the case law in other series jurisdictions makes clear that loose recordkeeping is the most common reason the protection fails.
Open Questions Florida Courts Have Not Yet Answered
Because the statute is new, several issues are not fully settled in Florida and will be tested in litigation in the coming years:
- Bankruptcy treatment. Federal bankruptcy courts have not uniformly decided whether a single protected series can file for bankruptcy on its own, or whether the entire parent and all series must be treated as one debtor.
- Out-of-state recognition. A Florida protected series is clearly recognized in Florida. Whether courts in non-series states will respect the internal liability shield in a tort or contract dispute is still developing law.
- Tax treatment. The IRS has issued proposed regulations treating each series as a separate entity for federal tax purposes, but the regulations have not been finalized. Series LLCs typically file as if each series were a separate partnership or disregarded entity, but you should coordinate closely with a CPA on filing positions.
- Charging-order protection. Florida’s strong charging-order remedy under § 605.0503 should extend to series-level membership interests, but the precise mechanics — particularly for single-member series — will be tested.
Until those questions are litigated, the Florida Protected Series LLC is best suited for operators who are willing to maintain meticulous recordkeeping and who can absorb some legal uncertainty in exchange for filing-fee and administrative savings.
Florida Protected Series LLC vs. Stack of Single-Asset LLCs
For a real estate investor with eight rental properties, the side-by-side often looks like this. The stack-of-LLCs approach is battle-tested, with decades of Florida case law confirming that properly maintained single-asset LLCs shield other LLCs in the same ownership group. It is also more expensive every year and produces more paperwork at tax time.
The protected series approach is cleaner and cheaper to run, with one parent annual report and one set of articles, but it relies on a statute and case law that are still being built out. For a sophisticated operator with disciplined accounting, the savings can be meaningful. For a passive owner who tends to commingle bank accounts, the stack-of-LLCs structure remains the safer choice — at least until Florida courts have weighed in on the new framework.
Practical Takeaways for 2026
- July 1, 2026 is the trigger date. You cannot form a Florida protected series before that. You can, however, prepare the parent LLC’s articles and operating agreement now.
- The recordkeeping discipline starts on day one. Separate bank accounts, separate titles, separate contracts, separate books. Without that, you have an expensive single LLC.
- Real estate investors and family offices are the natural early adopters. Operating-business founders with single-asset companies generally do not need a series structure.
- Existing Florida LLCs can adopt the series framework by amendment. You do not need to dissolve.
- Out-of-state and bankruptcy treatment are still unsettled. Build the structure with the assumption that a hostile court may scrutinize the segregation.
- Coordinate with your CPA. The federal tax treatment of series is still in proposed-regulation status, and your accountant will need to make filing decisions that match the legal structure.
Talk to a Florida Business Lawyer Before You Form
If you are considering a Florida Protected Series LLC for a real estate portfolio, a family holding structure, or a multi-brand operating company, the period between now and July 1, 2026 is the right time to plan. We are drafting parent operating agreements, mapping series structures against tax and lender requirements, and helping clients decide when the series approach beats a traditional stack of LLCs.
To schedule a consultation with Montague Law, call 904-234-5653 or use the contact form. The firm serves clients statewide from offices in Fernandina Beach and Coral Gables (Miami).
Frequently Asked Questions
When can I form a Florida protected series LLC?
Florida’s Protected Series LLC framework, codified in sections 605.2101 through 605.2802 of the Florida Revised Limited Liability Company Act, becomes effective July 1, 2026. You cannot file a Protected Series Designation in Florida before that date, but you can prepare the parent LLC’s articles and operating agreement now.
Does a Florida protected series LLC replace the need for separate LLCs per property?
For many Florida real estate investors, yes — provided each series is properly formed, separately funded, and maintained with its own bank account, title, books, and contracts. If recordkeeping is loose, the liability shield between series can collapse, and a stack of single-asset LLCs may still be the safer structure.
How are Florida protected series LLCs taxed?
The IRS has issued proposed regulations treating each series as a separate entity for federal tax purposes, but the regulations are not yet final. In practice, each series is typically treated as a separate partnership or disregarded entity, and the parent files in line with that structure. Coordinate filing positions with your CPA, because the legal structure and the tax filing must match.
Can I convert my existing Florida LLC into a parent series LLC?
Yes. On or after July 1, 2026, an existing Florida LLC may amend its articles and operating agreement to authorize protected series and then file a Protected Series Designation for each series. Conversion does not require dissolving the existing LLC.
Will courts in other states respect the internal liability shield?
That is one of the open questions with any series LLC. Florida courts will recognize the internal shield under the new statute. Courts in non-series states are still developing how to treat the shield when a creditor in their jurisdiction tries to reach assets in a sibling series. For now, owners with significant out-of-state exposure should plan as if a non-series court could disregard the internal segregation.
Legal Disclaimer
This article is provided for general informational purposes only and is not legal, tax, or financial advice. Reading this article does not create an attorney-client relationship with Montague Law or John Montague. Florida’s Protected Series LLC framework is new, and many regulatory and tax questions remain open. Before forming or amending an entity, consult with a Florida business attorney and a qualified CPA about your specific facts.
