For years, Florida business owners who wanted the flexibility of a "series LLC" had to form one in Delaware, Texas, or another series-friendly state and then register it as a foreign entity to do business here. That changes on July 1, 2026.
On June 20, 2025, Governor DeSantis signed CS/SB 316 (with its companion, CS/HB 403) into law, adding the protected series LLC to Florida's menu of business entities. The new provisions are codified at §§605.2101–605.2802 of the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes) and take effect July 1, 2026. The year-long delay between signing and effectiveness was built in to give the Division of Corporations time to develop the necessary forms and filing systems.
Here is what the law actually does, and how it can be put to work.
What is a Protected Series LLC?
Florida adopted the Uniform Protected Series Act (UPSA), drafted by the Uniform Law Commission and finalized in 2017, with a set of Florida-specific modifications. Under it, a single Florida LLC — sometimes called the "mothership" — can create one or more protected series inside itself by filing a designation with the state. Once it does, that LLC becomes a protected series LLC (PSLLC).
Think of it as a holding-company structure compressed into one legal entity. Rather than a parent LLC owning several subsidiary LLCs, you have one PSLLC with multiple protected series, each of which can:
- Conduct its own business in its own name
- Have its own members and managers
- Hold its own assets and incur its own liabilities
- Maintain separate books, bank accounts, and tax filings
- Enter and enforce contracts, grant liens, and sue or be sued in its own name
Critically, a protected series is not a separate legal entity from the PSLLC. The statute instead treats each series as a "person" (including for purposes of the Uniform Commercial Code) and as if it were a separate LLC for most operational purposes. A protected series cannot exist on its own — it is tied to the mothership and dissolves when the mothership dissolves.
The Real Draw: Two Liability Shields
Every Florida LLC already has a vertical liability shield — the wall between the company's creditors and the owners' personal assets. The protected series LLC adds a second, horizontal liability shield between the series themselves and between each series and the mothership.
That horizontal shield has two components:
- Non-liability — One series (or the mothership) is not liable for the debts and obligations of another.
- Non-recourse — A creditor of one series can reach only the assets associated with that series, not the assets of the other series or the mothership.
A practical example: a bank lends to Series A to build a hotel, takes a lien on Series A's property, and later forecloses after a default. If the foreclosure doesn't fully satisfy the judgment, the bank generally cannot reach the assets of the mothership or of Series B, C, or D — provided the recordkeeping rules were followed.
That last clause is the whole ballgame.
The Catch: Recordkeeping Is Not Optional
The horizontal shield only works if you earn it. Under §605.2301, assets are "associated" with a particular series only if the records identify the series by name and describe each asset specifically enough that a disinterested, reasonable person could:
- Identify the asset and distinguish it from assets of the mothership and every other series;
- Determine when and from whom the series acquired it; and
- If the asset came from the PSLLC or another series, determine what consideration was paid, and by and to whom.
Sloppy bookkeeping doesn't just create an audit headache — it can collapse the shield. The same veil-piercing principles that apply to ordinary LLCs apply here, so commingled assets or undocumented transfers between series can expose the entire structure to a single creditor. If you are not prepared to keep genuinely separate records for each series, this structure is not for you.
A few other operating rules worth knowing:
- Naming. Each protected series' name must begin with the name of the PSLLC.
- Real property. Florida added non-uniform provisions (§§605.2301(2)(b) and (3)(b)) coordinating series ownership with the state's real property recording system — a meaningful improvement for real estate holders that many other states' statutes lack.
- Entity transactions are restricted. Because a series is not a standalone entity, §§605.2602–605.2604 sharply limit its ability to merge, convert, or domesticate. A series can generally only participate in a transaction as part of a merger of the PSLLC itself, and only under narrow conditions.
How Protected Series LLCs Can Be Used
The structure is most attractive when you have multiple, segregable pools of risk under common ownership and want to avoid the cost and administrative overhead of forming and maintaining a separate LLC for each one. Common fits include:
- Real estate investors holding several properties, who want each property's liabilities walled off from the others without filing (and paying annual fees for) a separate LLC per property.
- Investment funds offering diversified projects, where each series isolates a category of investment and investors can choose which series to participate in.
- Multi-venture entrepreneurs running distinct business lines under one umbrella.
- Owners separating high-risk operations from passive or valuable assets.
The upside is real: one formation, potentially one registered agent, and a single annual filing at the parent level, while still segregating liability across series.
When to Be Cautious
A protected series LLC is not automatically better than separate LLCs. Consider holding back if:
- You can't commit to rigorous, series-by-series recordkeeping.
- You expect frequent mergers, conversions, or sales of individual lines — the entity-transaction restrictions make those clumsier than they would be with standalone LLCs.
- You'll operate or hold assets in other states. This is the trap most likely to surprise people. Series LLC laws are not uniform across the roughly two dozen states that have them, and some states treat each series as a separate legal entity — unlike Florida. How a Florida protected series is recognized, taxed, and litigated outside Florida is still an evolving area, and the answer can differ state to state.
- Your lenders, title insurers, or counterparties are unfamiliar with the structure, which can slow financing and closings until the market catches up.
The Bottom Line
The protected series LLC gives Florida businesses a genuinely new and flexible tool, especially for real estate and multi-asset ventures. But the liability protection is conditional, not automatic — it is earned through disciplined formation, designation, and recordkeeping, and lost through carelessness. The structure also carries real limits on entity transactions and unsettled questions for multistate operations.
About the Author
Peyton Pipes is an attorney at Koon & Pipes PLLC, where he manages the transactional practice group.
Important Notice
This article is for general informational purposes only and does not constitute legal advice or create an attorney-client relationship. Statutes and their interpretation change; the law described here is based on Chapter 605, Florida Statutes, as amended by CS/SB 316 (2025), effective July 1, 2026. You should consult a qualified attorney about your specific circumstances before acting.