What Changed on July 1, 2026
Delaware invented the series LLC in 1996 (whether Delaware deserves your ordinary LLC is a different question), Texas, Illinois, Nevada, and a dozen others followed, and Florida sat out for decades while its landlords and fund managers formed stacks of separate companies instead. The 2025 Legislature ended the wait. The protected series law, signed in June 2025 and effective July 1, 2026, wrote a complete series regime into Florida’s LLC act, modeled on the modern uniform act rather than the looser first-generation statutes, and the state’s online filing system opened for series designations the same day.
The concept in one picture, a parent LLC becomes an umbrella, and under it you designate protected series, each holding its own assets, owing its own debts, and walled off from its siblings and from the parent. One rental portfolio, one company, one wall per property. Whether the walls hold is a story about paperwork, told below.
How a Protected Series Actually Works
Mechanically, the state made it cheap and clean. An LLC whose operating agreement provides for protected series files a certificate of designation online for $25 per series, with no statutory limit on how many. Each series’ name must begin with the parent company’s name and carry a series identifier, so the public record shows the family tree. The parent files its ordinary annual report, which automatically lists every designated series, and the series themselves file no annual reports at all, a genuine ongoing-cost advantage over the separate-LLC stack.
Inside the umbrella, the statute allows real separation. Each series may have its own associated members and managers, its own assets and bank accounts, its own business purpose, and its own books, and if no member is specifically associated with a series, the parent company itself is deemed its member. The operating agreement is where all of this is actually constructed, which is why a series-ready agreement is the first document of the project rather than an afterthought, and why we treat the agreement as the real work and the $25 filing as the receipt.
The Two Shields, and the Records That Decide Them
A protected series carries two distinct protections. The vertical shield is the familiar one, protecting owners from the business’s debts, the same shield any LLC provides. The new prize is the horizontal shield, which keeps a creditor of one series away from the assets of every other series and of the parent. A judgment against the series holding your Kissimmee fourplex stops at that series’ assets; your Tampa duplex, sitting in its own series, is not in the conversation.
Now the condition that decides every future case. The horizontal shield protects only assets your records associate with the series, and the statute sets the bar in plain terms, meaning records that let a disinterested, reasonable person identify the asset, distinguish it from every other asset, and trace when, from whom, and for what consideration the series acquired it. The records may work by list, category, or formula, but they must exist and stay current. Commingled accounts, rent deposited to the wrong series, an asset bought in the parent’s name and never papered over, these are the failures that will let a creditor argue the compartments were fiction. Veil-piercing law still applies on top. The series LLC does not lower Florida’s record-keeping expectations; it weaponizes them, in whichever direction your books deserve.
Curious whether the new structure fits your portfolio?
First-year adopters need the agreement, the records plan, and the honest caveats in one conversation. Book a free 30-minute consult and get all three.
Book your free consultReal Estate Gets Its Own Rules
Florida’s real property bar left fingerprints on this statute, to its credit. The law includes recording provisions the uniform act lacks, so that a properly recorded deed or instrument both proves the signer’s authority and serves as the association record for that property, letting titles, closings, and title insurance work cleanly with series ownership. For the multi-property landlord, that turns each recorded deed into part of the liability shield itself.
Moving an existing rental into a series, though, is still a conveyance, and every trap on our rental property LLC page applies with full force, documentary stamp tax where the property is mortgaged, the non-homestead assessment cap resetting, the lender’s due-on-sale clause, and the title policy question. The series law changed where property can live; it did not change what moving it costs.
The Limits and the Unknowns
The statute builds in hard limits. A protected series cannot be a party to conversions or domestications and can merge only in a narrow LLC-to-LLC case. Dissolving the parent dissolves every series with it, so the umbrella’s health is every compartment’s problem, and the parent’s winding-up is not complete until every series is wound up too. The same logic makes the parent’s annual report the whole family’s deadline; if the filing lapses and the state administratively dissolves the company, the road back runs through Florida LLC reinstatement.
The unknowns are the honest price of being early. No Florida court has yet interpreted a word of this law, and the first wave of decisions will define how strictly the record test bites. Bankruptcy treatment of series remains unsettled nationally, meaning nobody can promise how compartments hold when a parent or a series lands in a bankruptcy court. States without series legislation, a list that includes New York, Pennsylvania, Massachusetts, and the Carolinas, may decline to honor the internal walls for assets or conduct on their turf. Lenders, title underwriters, and insurers are learning in real time, which produces friction at exactly the moments you want boredom. And on federal tax, the IRS’s proposed regulations treat each series as a separate entity, an approach practitioners have followed for years without final rules ever issuing, so your accountant is a required participant, not a courtesy invite.
Series LLC vs Separate LLCs vs a Land Trust
The proven benchmark is the separate-LLC stack, one company per property or venture, real walls with decades of case law, at the price of multiple filings, multiple annual reports, and multiple sets of paper. The series structure compresses that stack into one umbrella at $25 a compartment with a single annual report, and pays for the convenience in novelty and in record-keeping stakes. The land trust solves a different problem entirely, privacy of ownership rather than liability, and pairs with either structure. And all three sit downstream of the fundamentals on our LLC asset protection page, including the multi-member charging-order point that does not change under the new law. There is no universally right answer here, only portfolios, and the comparison is exactly the kind of decision a short consult settles faster than a month of reading.
Who Should Use One (and Who Should Wait)
The natural early adopters are Florida-focused owners of several properties or ventures who already run clean books, want the walls without the stack of entities, and will actually maintain per-series accounts and records. For them we build the series-ready operating agreement, the designations, the records plan, and the deeds, as flat-fee work quoted up front. The natural waiters are owners with assets spread across non-series states, anyone counting on lender or title cooperation that is not yet routine, and, candidly, anyone whose current single LLC’s records would not survive a curious stranger. Waiting for the first appellate decisions is a legitimate strategy, and the separate-LLC stack it defaults to is not a consolation prize. Thirty minutes, free, and we will tell you which owner you are.
Frequently Asked Questions
Does Florida Have a Series LLC Now?
Yes, as of July 1, 2026. The Legislature passed the protected series law in 2025 and it took effect this summer, adding a full set of protected series provisions to Florida’s LLC statute, modeled on the uniform act other modern states use. Any new or existing Florida LLC can now designate one or more protected series through the state’s online filing portal. Everything you may have read before mid-2026 saying Florida has no series LLC is now out of date.
How Much Does a Florida Protected Series Cost?
The state charges $25 per protected series designation, filed online, with an optional $5 certificate of status. The parent LLC keeps paying its ordinary $138.75 annual report fee, and the individual series file no annual reports of their own, since the parent’s report automatically lists them. The real costs sit elsewhere, in the operating agreement work that must authorize the series and in the bookkeeping discipline the liability shields demand.
Can I Add Protected Series to My Existing LLC?
Yes. An existing Florida LLC designates a series by filing a certificate of designation, but the operating agreement must provide for protected series first, and member consent is required. Most existing agreements were written before this law existed and say nothing about series, so the honest sequence is amend the agreement, then file the designations. Filing designations under an agreement that never authorized them is asking a future court to pick which document controls.
Is Each Series Really Treated Like a Separate Company?
For liability purposes, largely yes, when the requirements are met. Each series can have its own associated members, managers, assets, bank accounts, purposes, and records, and a creditor of one series generally reaches only that series’ associated assets. For federal tax, the IRS’s proposed regulations treat each series as a separate entity, and practitioners have followed that approach for years, though final rules were never issued, which is one of several reasons your accountant belongs in this conversation from the start.
What Happens If I Don’t Keep the Records Right?
The new shield quietly disappears. Florida conditions the internal liability protection on records that let a disinterested, reasonable person identify each asset, tell which series owns it, and trace when and from whom it was acquired and for what consideration. Commingled bank accounts, assets bought in the wrong name, and transfers nobody papered are exactly the failures that collapse the compartments back into one reachable pool. The series LLC is a discipline instrument wearing a discount price tag.
Is a Series LLC Safe to Use Yet?
It is legal, and it is unproven, and both things are true at once. No Florida court has yet interpreted the new law, bankruptcy treatment of series remains unsettled nationally, several states have no series law and may not honor the internal shields for assets or activities there, and lenders and title companies are still learning the structure. None of that makes it wrong; it makes it a choice between a new tool with real advantages and the proven approach of separate LLCs. We will tell you plainly which side of that line your situation favors.
Can a Protected Series Own Property Outside Florida?
It can, and this is where caution earns its keep. States without series legislation have no statutory reason to respect the internal walls, so a series holding, say, Georgia property may find its shield argued away in a Georgia courtroom. For assets in non-series states, a conventional LLC in or qualified for that state remains the conservative play, with the series structure reserved for the Florida side of the portfolio.
Series LLC or a Separate LLC for Each Rental?
The trade is cost and convenience against maturity and proof. Separate LLCs mean separate filings and fees, and decades of settled law behind every wall. Protected series mean one umbrella, $25 per compartment, one annual report, and a statute that is weeks old. Owners with several Florida rentals and genuinely clean books are the natural early adopters; owners who struggle to keep one company’s records straight should not multiply the requirement. Our rental-property guide covers the broader structure question either way.
Common Situations
The landlord with four rentals and one LLC. All four properties sit in a single company, so one bad slip-and-fall exposes the whole portfolio. A series conversion gives each property its own compartment under the existing company, with the agreement amended first, deeds moved with the transfer taxes priced in advance, and a per-series banking plan that makes the records test survivable.
The fund manager who wanted one wrapper. A small real estate fund planned a new LLC for every acquisition, then the series law arrived mid-planning. The umbrella now issues a $25 designation per deal, investors associate with their specific series, and the offering paperwork got simpler. The unresolved bankruptcy question went into the risk disclosures, where honesty belongs.
The owner who should wait. A couple owns two Florida rentals and a Georgia cabin, banks everything through one account, and wants “the new thing.” The advice is unglamorous, meaning separate LLCs, separated accounts, and a Georgia entity for the Georgia property, because a structure whose shield depends on immaculate records is the wrong gift for commingled bookkeeping. The series conversation resumes when the books deserve it.
Sources of Law
- CS/SB 316 (2025), signed June 20, 2025, effective July 1, 2026, creating Fla. Stat. §§605.2101 to 605.2802 (protected series of a limited liability company): §605.2201 (certificate of designation), §605.2301 (internal shields; the asset-association records test; real property recording provisions), §§605.2501 to 605.2502 (dissolution of the parent dissolves each series), §§605.2602, 605.2604 (restricted entity transactions). Retrieved 2026-08-08.
- Florida Division of Corporations, series LLC filings: $25 per protected series designation; the parent’s annual report lists all series; protected series file no annual reports. seriesllc.sunbiz.org; dos.fl.gov (retrieved 2026-08-08)
- The Florida Bar Journal, “Florida’s New Protected Series LLC Law: Part I” (2026); Holland & Knight, “Florida Passes New Protected Series LLC Legislation” (June 2025).
- Prop. Treas. Reg. (REG-119921-09, Sept. 2010): each series of a domestic series LLC treated as a separate entity for federal tax purposes; proposed, never finalized.
Updated on August 8, 2026. Reviewed by Kevin D. Klagge, Esq., Fla. Bar No. 99502. Attorney Kevin Klagge represents families, businesses, and international clients in estate and tax planning, business structuring, and international law, with a focus on Florida legal tools. He litigates estate and business issues in court. General information about a newly effective Florida law, not legal advice; the statute is untested in the courts and this page will be updated as guidance develops. No attorney-client relationship is created. Do not send confidential information until we have agreed to represent you.