- Pamela Higer-Polani
- Jul 29
As of July 1st, Florida joined many other states, such as Delaware, Texas and Illinois, permitting the formation of Series LLCs.
What does that mean?
Unlike the traditional approach of forming multiple separate LLCs (with separate filings, registered agents, and annual reports for each), the Series LLC achieves comparable liability compartmentalization with substantially less administrative overhead and cost.
A Series LLC is a limited liability company that permits a single “parent” LLC to create one or more internal divisions — known as “protected series” — each of which functions, for liability purposes, much like a standalone entity.
Each protected series may hold its own assets, conduct its own operations, and maintain its own membership and management structure, all under the umbrella of the parent LLC.
The defining feature is liability segregation: the debts and obligations of one series are enforceable only against that series — not against the parent LLC and not against any other series.
What specifics do you need to know?
1. Formation and Naming Requirements
To establish one or more protected series you must file a “protected series designation” with the Florida Department of State.
Each protected series must bear a name that begins with the full legal name of the parent LLC and includes the designation “protected series,” “P.S.,” or “PS.”
Strict compliance with these naming requirements is essential.
2. Liability Protection
The debts, obligations, and liabilities of a particular protected series are enforceable solely against the assets of that series.
The parent LLC is not liable for the obligations of any series merely by virtue of being the parent, and no series is liable for the obligations of any other series.
However, this liability shield is not self-executing — it depends on rigorous compliance with the law’s recordkeeping requirements.
3. Recordkeeping Obligations
Each series must maintain records that clearly identify its assets and liabilities, separate from those of the parent LLC and every other series.
Commingling assets or failing to maintain adequate books and records could give creditors grounds to “pierce the veil” and reach assets of the parent LLC or other series. Disciplined, ongoing recordkeeping is non-negotiable.
4. Annual Reporting
The parent LLC must include the name of each protected series in its annual report filed with the Florida Department of State.
Failure to properly report protected series could create ambiguity about a series' standing, with potentially adverse consequences for liability protection.
Ensure you have internal systems to maintain separate books, records, and accounts for each protected series on an ongoing basis.
5. Restrictions on Certain Transactions
This new law, Senate Bill 316, signed by Governor Ron DeSantis in 2025, imposes limitations on mergers, conversions, and other entity transactions involving Series LLCs. Businesses considering such transactions should seek legal counsel to ensure compliance.
Plus, understand the tax implications.
Each protected series may be treated as a separate entity for federal tax purposes, carrying its own reporting obligations.
Tax planning should be integral to any decision to adopt this structure.
6. Recognition of Foreign Series LLCs
Florida will also recognize out-of-state (“foreign”) Series LLCs that wish to operate within Florida. Businesses headquartered in states like Delaware or Texas that already use the Series LLC structure can register and do business in Florida with confidence that their internal liability protections will be respected.
So whether you are a real estate investor, an entrepreneur with multiple ventures, or a family office overseeing diversified holdings, this may offer meaningful advantages in liability protection, operational efficiency, and cost savings.
Remember: BEFORE Your Troubles hit the Fan, Please Create YOUR Estate Plan.
Any questions or concerns should be addressed to Pamela@LawPHP.com / 561.496.4222 or contact us through our website at www.BocaDelrayAttorneyatLaw.com
- Pamela Higer-Polani
- Jul 16
11 years ago, on Saturday, July 4th, our youngest stood in front of our entire congregation, including many friends & family no longer with us, all assembled to witness this momentous milestone in his Life by accepting responsibility for his own actions in our religion.
That is the true meaning of a Bar Mitzvah - understanding the role you hold in Judaism.
What do I love being a Jew so much?!?
Just because of that!
Our collective duty as Jews for being a "Light upon Nations" reminds me of my purpose to help others each and every day.
It does not mean I am more intelligent or better in any way than others.
It does mean that my Faith provides me the very framework for my identity.
Moments when I am feeling sad or discouraged for any personal reasons, I just remember G-d gave me this day, not for myself but for a reason bigger than myself.
Admittedly, I am not always sure exactly what that is.
Yet, I accept this eternal motivation which inspires me and why I am always so Thankful -
Every Day is a Blessing!
As we celebrated Lior's Bar Mitzvah on Independence Day, he held a Torah with the word, אור, "Light", on its cover.
Our son's very name, ליאור, means "My Light".
How wonderful it was to enjoy his simcha, while Fireworks lit up the sky, as our Gratitude soared.
In days where darkness seems to surround us, so comforting knowing just a tiny amount of light will always shine through it all.
As such, I never take it for granted how absolutely privileged we are to live in this country, especially while openly enjoying religious freedom on this quintessential American holiday.
Wishing you and your loved ones a Meaningful & Wonderful 4th of July, Shabbat Shalom, G-D Bless these United States and Am Yisrael Chai
- Pamela Higer-Polani
- Jul 16
Legal Question of the Day:
"My aunt redid her will in July 2025.
My cousin was the executor of the will.
My aunt passed away in November of 2025.
My cousin recently filed my aunt's old will, of which she was also the executor and where she is left everything.
In July 2025 after changing her will, my Aunt told me she was leaving me stock worth x amount of dollars.
What is my recourse?"
Variations of this inquiry often are addressed to my law firm.
My response to this specific person's concern?
"First of all, my condolences over your aunt's passing.
Do you have a copy at the very minimum of the more recent Will?
If so, you will definitely need an attorney to represent your interests and object to the current document entered with the court.
Run! You only have a limited amount of time to make that objection.
For more suggestions, please do not hesitate to contact my law firm directly at Pamela@LawPHP.com or visit our website at www.BocaDelrayAttorneyatLaw.com
Again, my sympathies and good luck with your efforts!
What are YOUR thoughts?