Florida’s New Protected Series LLC Law: What Business Owners Need to Know Before July 1, 2026
Florida is taking an important step for business owners and real estate investors. Beginning July 1, 2026, Florida will allow the formation of Protected Series Limited Liability Companies (Series LLCs) under newly enacted legislation (SB 316).
This development gives entrepreneurs a new way to structure multiple ventures or properties under one parent LLC—while maintaining liability protection between them.
If you own multiple rental properties, operate more than one business line, or are looking for efficient asset protection and wealth protection planning in Florida, here’s what you should know.
What Is a Protected Series LLC?
A Protected Series LLC is a special type of limited liability company that allows a single “parent” LLC to create multiple internal divisions called protected series.
Each protected series can have:
Its own assets
Its own liabilities
Its own members or managers
Its own business purpose
Most importantly, the debts and liabilities of one series are generally not enforceable against the assets of another series or the parent LLC, provided statutory requirements are followed.
This structure has been available in states like Delaware and Texas. With SB 316, Florida joins the growing number of states authorizing Series LLCs under state law.
When Does the Law Take Effect?
Florida’s Protected Series LLC law becomes effective July 1, 2026.
Until that date:
Florida does not permit the formation of a Series LLC under its own statutes.
Businesses wanting a Series LLC structure must form one in another state (such as Delaware) and register it as a foreign LLC in Florida if doing business here.
Once the new law takes effect, Florida LLCs will be able to establish protected series under Florida law, and existing LLCs may be able to amend their operating agreements to create series, subject to statutory requirements.
Key Features of Florida’s Series LLC Law
1. Parent LLC with Separate Protected Series
Under the new law, a traditional Florida LLC will act as the “parent” entity. Within that LLC, separate protected series can be created.
Each series operates somewhat like a separate company—but without requiring a completely new LLC filing for every venture.
2. Liability Protection Between Series
The primary benefit of a Series LLC is internal liability shielding.
If structured and maintained properly:
A lawsuit against Series A should not affect Series B
Debts of one series should not reach assets held by another series
The parent LLC’s assets are generally protected from the obligations of an individual series
However, this protection depends on strict compliance with statutory requirements, including maintaining proper records.
3. Administrative and Cost Efficiency
For business owners managing multiple ventures, a Series LLC may offer administrative efficiencies, such as:
A single parent LLC filing
One registered agent
Consolidated formation documents
That said, each protected series must maintain separate financial records and accounting. Failure to properly segregate assets could jeopardize liability protection.
4. Recordkeeping Requirements
To preserve the liability shield between series, Florida’s law requires:
Separate and distinct records for each protected series
Clear identification of assets associated with each series
Proper documentation in the LLC’s operating agreement
Careful bookkeeping is not optional—it is essential to maintaining protection.
Tenancy in Who Might Consider a Series LLC?
While every situation is unique, Series LLCs are often considered by:
Real Estate Investors
For example, a landlord who owns multiple rental properties may place each property in a separate protected series to isolate risk.
Multi-Brand or Multi-Line Businesses
An entrepreneur operating several related businesses may separate each line into its own series.
Families with Distinct Investment Buckets
Families managing different pools of assets—such as commercial property, residential rentals, or business interests—may explore this structure as part of a broader wealth protection plan.
Important Considerations Before Forming a Series LLC
Although Series LLCs offer potential advantages, they are not the right solution for every business.
Considerations include:
Financing and lender requirements (some lenders may prefer traditional single-asset LLCs)
Tax treatment (federal tax classification depends on elections and structure)
Multi-state operations (not all states recognize Series LLC liability protections)
Administrative discipline (strict separation of records is essential)
In some cases, forming multiple traditional LLCs may still be the more straightforward option.
How This Fits Into Asset Protection and Estate Planning
For Florida families and business owners throughout the areas we serve in South Florida, entity structuring is often part of a broader strategy that may include:
Asset protection planning
Wealth preservation
Business succession planning
Trust planning
A Series LLC can be a useful tool—but it works best when coordinated with your overall estate and wealth protection plan.
Looking Ahead to July 2026
Florida’s adoption of the Protected Series LLC structure reflects the state’s continued focus on supporting entrepreneurs and investors. As the effective date approaches, business owners should begin evaluating whether this structure aligns with their goals.
Early planning allows time to:
Review your current LLC structure
Assess risk exposure
Evaluate tax and succession implications
Update operating agreements when the law becomes effective
Have Questions About Florida’s New Series LLC Law?
The right business structure can make a meaningful difference in protecting your assets and supporting long-term growth.
If you’re considering forming an LLC, restructuring existing entities, or incorporating a Series LLC into your asset protection or estate plan, thoughtful legal guidance is essential.
Contact Sosa Legal to schedule a consultation and discuss how Florida’s new Protected Series LLC law may fit into your business and wealth protection strategy.
Disclaimer
This article is for informational purposes only and does not constitute legal advice. Laws and regulations may change, and the application of law depends on the specific facts of each situation. Consult with a qualified attorney regarding your particular circumstances.
