Are You Ready for Series LLCs? Florida’s New Law Could Reshape How You Hold Assets After July 2026

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Beginning July 1, 2026, Florida will allow the formation of protected Series Limited Liability Companies, commonly referred to as Series LLCs. This new framework, enacted through House Bill 403 and Senate Bill 316, represents a significant shift in Florida business law and gives small and medium-sized businesses a new option for structuring ownership, isolating risk, and managing multiple assets or business lines.

Series LLCs have existed for years in states like Delaware and Texas, but Florida’s adoption is notable because it is built on the Uniform Protected Series Act and integrates carefully into Florida’s Revised LLC Act. That said, Series LLCs are not a universal improvement over traditional LLC structures. They are a tool, and like any tool, they are useful only in the right circumstances.

This article explains what Series LLCs are, how Florida’s new law works, where they tend to add value, and where they may introduce unnecessary complexity or risk—particularly for closely held businesses.

What a Series LLC Is Under Florida Law

A Series LLC is a single Florida LLC (the “parent” or “series LLC”) that can establish one or more protected series within it. Each protected series may own assets, incur liabilities, conduct business, and have its own members or managers. Florida law treats each protected series as a distinct “person” for liability and operational purposes.

In practical terms, each series functions similarly to a standalone LLC, but without forming a separate legal entity for each asset or venture. The key innovation is horizontal liability protection: the debts and obligations of one series are generally enforceable only against the assets associated with that series, not against the assets of other series or the parent LLC.

This protection exists alongside the traditional vertical liability shield that protects owners and managers from personal liability.

What Changed in Florida

Prior to this legislation, Florida did not authorize domestic Series LLCs, and the treatment of foreign series structures was uncertain. The new law amends Chapter 605 of the Florida Statutes to expressly permit protected series, define how they are formed, regulate governance, and set clear rules for liability, recordkeeping, and reporting.

To create a protected series, the parent LLC must file a protected series designation with the Florida Department of State. Each series must be named in a way that clearly identifies it as a protected series of the parent. The parent LLC’s annual report must list all active protected series.

The delayed effective date of July 1, 2026 allows the Department of State time to implement filing systems and procedures.

Why Businesses Are Interested in Series LLCs

The appeal of Series LLCs is largely practical. Many closely held businesses operate multiple ventures or own multiple assets that present different risk profiles. Traditionally, isolating those risks required forming and maintaining multiple separate LLCs, each with its own filings, fees, and administrative burden.

A Series LLC can reduce that burden by housing multiple ventures under one umbrella entity while still providing statutory separation of liabilities. For some businesses, this can mean lower costs, simpler governance, and greater flexibility.

Real-World Example: Real Estate Ownership

Consider a Florida-based investor who owns several rental properties. The conventional structure is to place each property in its own LLC, often with a separate management company overseeing them all. This structure is well-understood, lender-friendly, and supported by decades of case law.

Under the new law, that same investor could instead form one Series LLC and create a separate protected series for each property. Each property would be deeded to its respective series, each series would maintain its own bank account and accounting records, and a separate management company could manage all series under a single agreement.

For a closely held, Florida-only portfolio with limited financing complexity, this structure can work well. It reduces the number of state filings and centralizes governance while still isolating property-level liability.

However, this approach may be less suitable where properties are heavily leveraged, where lenders insist on bankruptcy-remote single-purpose entities, or where properties are located in states that do not clearly recognize series liability protections.

Real-World Example: Operating Businesses with Multiple Lines

Series LLCs can also be useful for operating businesses with genuinely distinct lines of business. A closely held company might operate a wholesale division, a retail storefront, and an e-commerce platform. Each line has different risks, contracts, and customer interactions.

In that scenario, placing each line into a separate protected series can isolate liabilities while allowing the owners to maintain unified control and governance. It can also allow for different ownership or profit-sharing arrangements by series, which is sometimes useful in family-owned or partner-driven businesses.

That said, Series LLCs tend to work best when the operations are meaningfully distinct. If the business is functionally one operation with shared employees, branding, inventory, and contracts, a series structure may offer little additional protection and may complicate compliance.

Where Series LLCs Are Often Not the Best Choice

Despite their flexibility, Series LLCs are not ideal in every situation. They are often a poor fit where outside investors demand familiar and simple entity structures, where lenders require clear separation and guarantees, or where the business operates across multiple states with inconsistent treatment of series entities.

They are also less effective when liabilities are routinely cross-collateralized or when one business line regularly guarantees the obligations of another. In those cases, the theoretical liability separation can be undermined by the way the business actually operates.

Series LLCs should also be approached cautiously in asset-protection-driven structures involving operating companies. In many cases, the traditional model—separate asset-holding LLCs leasing or licensing assets to an operating company—remains clearer, more predictable, and easier to defend.

Management Companies and Liability Considerations

One common question is whether a single management company can manage all series within a Series LLC. The answer is yes, and in many cases that is the preferred approach. Using a separate management company, with a written management agreement and clear allocation of authority and expenses, helps preserve separation between series and limits spillover risk. It also mirrors the structure courts and lenders are already comfortable with.

By contrast, using the parent Series LLC itself as the manager of all series can increase risk if it centralizes decision-making and finances too heavily. Even though the statute provides liability protection, courts and creditors look at substance as well as form.

Recordkeeping and Compliance Matter More Than Ever

The liability protection of a Series LLC is statutory, but it is not automatic. Florida’s law places heavy emphasis on proper asset association and recordkeeping. Assets must be clearly identified as belonging to a specific series, and liabilities must be traceable to the series that incurred them.

In practice, this means separate bank accounts, separate accounting records, clearly identified contracts, and properly recorded deeds or asset schedules. Failure to maintain these distinctions opens the door to the same equitable arguments used to pierce the veil of a traditional LLC.

Practical Guidance for Closely Held Businesses

For closely held businesses, Series LLCs can be a powerful option when ownership is stable, operations are distinct, and the business is primarily Florida-based. They are particularly attractive for asset-heavy businesses that want to reduce administrative friction without sacrificing structure.

They are less attractive when simplicity, financing, or multi-state operations are the priority.

The key is not whether a Series LLC is “better” than a traditional structure, but whether it aligns with how the business actually operates and where its risks lie.

Final Thoughts

Florida’s new Series LLC law gives business owners another tool in the structuring toolbox. Used thoughtfully, it can reduce cost and improve flexibility. Used indiscriminately, it can introduce uncertainty and friction. As the July 1, 2026 effective date approaches, business owners should evaluate their existing structures and future plans with an eye toward risk, operations, and counterparties—not just filing fees. For closely held businesses, good structure is never about novelty. It is about clarity, discipline, and choosing the structure that fits the business, not the other way around.

As Florida’s new Series LLC framework approaches its July 2026 effective date, now is an appropriate time for business and property owners to evaluate whether this structure aligns with their operations, risk profile, and long-term plans. If you have questions about how Series LLCs may apply to your business or real estate holdings, or if there are related entity-structuring topics you would like us to address in future posts, VAdam Law is available to assist. Consultations may be scheduled through our online scheduling portal or by calling (954) 451-0792.