Florida Series LLCs: A New Tool for Real Estate Investors and Business Owners
Beginning July 1, 2026, Florida officially authorizes the formation of Series Limited Liability Companies (Series LLCs) under the Uniform Protected Series Provisions of the Florida Revised Uniform Limited Liability Company Act. This significant change provides Florida business owners and real estate investors with an entirely new method of organizing assets while maintaining liability protection.
Although Series LLCs have existed in states such as Delaware, Texas, Nevada, Tennessee, Utah, and Illinois for years, Florida’s adoption marks one of the most significant business law changes in recent history for investors owning multiple assets.
At St. Johns Law Group, we assist clients with:
- Business formation
- LLC operating agreements
- Asset protection planning
- Commercial real estate
- Investment property acquisitions
- Multi-property ownership structures
- Business succession planning
If you own multiple rental properties, investment properties, businesses, or development projects, a Series LLC may be worth considering.
What Is a Florida Series LLC?
A Series LLC is one legal LLC that contains multiple independent protected series.
Think of it as one “umbrella” LLC with several compartments underneath it.
Each protected series may own:
- Real estate
- Investment property
- Commercial buildings
- Equipment
- Vehicles
- Intellectual property
- Operating businesses
- Bank accounts
Each series may also have:
- Different members
- Different managers
- Separate assets
- Separate liabilities
- Separate business purposes
Florida law refers to the primary LLC as the Series LLC, while each compartment is known as a Protected Series.
How Is a Series LLC Different from Multiple LLCs?
Many investors currently create:
- ABC Holdings LLC
- 123 Street LLC
- XYZ Blvd LLC
- 8910 Investments LLC
- Commercial Center LLC
Each LLC requires:
- Annual reports
- Registered agent maintenance
- Separate filings
- Formation costs
A Series LLC potentially allows one parent LLC to contain multiple protected series while still maintaining statutory separation between each series if legal requirements are satisfied.
The Biggest Advantage: Asset Protection
The primary benefit is liability segregation.
Traditional LLCs already provide a “vertical” liability shield between the LLC and its members.
Florida’s new law also creates a horizontal liability shield.
This means:
If one protected series is sued, creditors generally cannot reach assets owned by another protected series or the parent Series LLC, provided the statutory requirements are met.
For example:
Protected Series A
Owns Rental House #1
Tenant lawsuit occurs.
Potential liability remains within Series A.
Protected Series B
Owns Rental House #2.
Normally unaffected.
Protected Series C
Owns Commercial Warehouse.
Normally unaffected.
Without a properly structured Series LLC, an investor may have to create numerous separate LLCs to accomplish similar segregation.
How Could Real Estate Investors Use a Series LLC?
Some examples include:
Residential Rentals
Each rental property could be placed into its own protected series.
Commercial Properties
Office buildings
Retail centers
Industrial warehouses
Medical office buildings
Each property may have its own protected series.
Vacation Rentals
Investors with multiple Airbnb or vacation rental properties may assign each property to its own protected series.
Development Projects
Builders and developers may isolate separate projects to reduce cross-project liability.
Investment Funds
Different investment groups or ventures may operate within separate protected series.
Are Protected Series Separate Legal Entities?
Interestingly, no.
Under Florida law, a protected series is not a separate legal entity.
Instead, it exists as part of the parent Series LLC and derives its authority from that parent company.
This makes drafting operating agreements and governance documents especially important.
How Do You Create a Florida Series LLC?
Florida allows:
- New LLCs
- Existing Florida LLCs
to establish protected series by filing a Protected Series Designation with the Florida Department of State.
Existing LLCs must satisfy statutory requirements before converting into a Series LLC.
Naming Requirements
Florida law requires every protected series to begin with the name of the parent LLC.
Examples:
ABC Investments LLC
ABC Investments LLC Protected Series A
ABC Investments LLC Protected Series B
ABC Investments LLC Protected Series C
The designation must include either:
- Protected Series
- P.S.
- PS
as required by statute.
Keeping Liability Protection Requires Ongoing Compliance
Simply filing paperwork is not enough.
The liability shield depends upon maintaining proper separation between each protected series.
Florida requires ongoing compliance, including:
- Separate books and records
- Separate accounting
- Clearly identified assets
- Operational separation among the protected series
Failure to maintain these distinctions could jeopardize the intended liability protections.
Can Each Protected Series Own Real Estate?
Yes.
One of the principal anticipated uses of Series LLCs is real estate ownership.
Each protected series may own:
- Residential homes
- Commercial buildings
- Vacant land
- Multifamily property
- Development projects
Title companies and lenders, however, will require careful documentation before insuring or financing transactions involving a Series LLC.
Additional Title Company Requirements
Because Series LLCs are new in Florida, title insurers are expected to request additional documentation during real estate closings.
These may include:
- Verification of the Series LLC and protected series
- Good standing certificates
- Operating agreements for both the parent LLC and the protected series
- Confirmation of manager authority
- Affidavits establishing authority to convey or mortgage property
Depending on the transaction, the parent LLC may also need to participate in the closing.
Are Series LLCs Right for Everyone?
Not necessarily.
A traditional LLC may still be preferable for many small businesses.
Factors to consider include:
- Number of assets
- Number of investment properties
- Complexity of ownership
- Financing requirements
- Banking relationships
- Tax considerations
- Lender preferences
- Insurance coverage
- Administrative requirements
Because Series LLCs are relatively new in Florida, lenders, title companies, insurers, and courts will continue developing practices concerning their use.
Potential Advantages
A properly structured Series LLC may offer:
- Enhanced asset protection
- Segregation of liability among investments
- Flexibility for real estate portfolios
- Simplified management under one parent LLC
- Separate ownership structures within each series
- Efficient organization for growing businesses
Potential Challenges
Series LLCs may also present challenges, including:
- More complex operating agreements
- Detailed recordkeeping requirements
- Lender unfamiliarity
- Additional underwriting requirements
- Evolving legal interpretation
- Interstate recognition issues when operating outside Florida
Should You Form a Series LLC?
Series LLCs can be an effective planning tool for:
- Real estate investors
- Commercial property owners
- Developers
- Entrepreneurs with multiple business ventures
- Family investment companies
- Asset protection planning
However, they require careful legal planning and ongoing compliance to preserve their intended benefits.
Before establishing a Series LLC, consult with experienced counsel to evaluate whether this structure aligns with your business objectives, financing needs, tax strategy, and long-term asset protection goals.
St. Johns Law Group Can Help
At St. Johns Law Group, our business law, commercial real estate, and asset protection attorneys assist clients throughout St. Augustine, St. Johns County, Jacksonville, Ponte Vedra, Palm Coast, and Northeast Florida with:
- Series LLC formation
- LLC operating agreements
- Asset protection strategies
- Commercial real estate acquisitions
- Investment property structuring
- Business entity selection
- Real estate development
- Business succession planning
- Commercial leasing
- Title and closing representation
If you are considering using a Series LLC to own investment property or operate multiple businesses, our attorneys can help you determine whether this new structure is appropriate for your circumstances and ensure it is established and maintained properly.