Now is the Time to Evaluate your business structure!

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