As of July 1, 2026, Florida business owners and investors have a new option for organizing multiple assets or business operations under one limited liability company. Florida’s Uniform Protected Series Provisions allow an LLC to establish one or more protected series, each with its own assets, liabilities, members, and business activities.
This structure may be particularly useful for real estate investors, property owners, entrepreneurs, and businesses that manage several distinct assets or ventures.
What Is a Protected Series LLC?
A protected series LLC begins with a primary Florida limited liability company. This company can establish separate protected series beneath it. Each protected series may own assets, enter into contracts, conduct business, sue or be sued in its own name, and have its own members or managers.
For example, a real estate investor who owns several rental properties could form one series LLC and establish a separate protected series for each property. If properly established and maintained, a claim involving one property may be limited to the assets associated with that protected series rather than exposing the assets held by the parent company or another protected series.
Under Florida law, each protected series is treated as legally distinct from the series LLC and from every other protected series within the structure. The provisions governing Florida protected series LLCs appear in Sections 605.2101 through 605.2802 of the Florida Statutes.
Potential Benefits of a Protected Series LLC
A protected series structure may offer several advantages.
Separation of Assets and Liabilities
The primary benefit is the ability to separate assets and liabilities among multiple protected series. A properly associated asset of one protected series generally should not be available to satisfy a judgment against another protected series or the parent LLC.
This can help businesses isolate the risks connected with different properties, projects, investments, or business activities.
A More Organized Business Structure
Instead of forming a separate LLC for every asset or venture, a business owner may be able to place multiple protected series beneath one parent company. This can provide a more centralized structure for ownership and management.
However, each protected series still requires careful administration, accurate records, and compliance with Florida law.
Flexible Ownership and Management
Protected series may have different associated members and managers. This flexibility can be helpful when investors participate in only certain properties or projects within a larger business structure.
The operating agreement should clearly address how each protected series will be owned, managed, funded, and operated.
How Is a Protected Series Established in Florida?
Creating the parent LLC alone does not automatically establish protected series.
Florida law requires the affirmative vote or consent of all members before an LLC may establish a protected series. The company must then file a protected series designation with the Florida Department of State. The filing must identify the name of the parent LLC and the name of the protected series. Florida Statute 605.2201 outlines these requirements.
The company’s operating agreement should also contain detailed provisions governing the protected series, including:
- Ownership interests
- Management authority
- Allocation of profits and losses
- Contributions and distributions
- Voting rights
- Procedures for adding or removing members
- Rules governing transactions between the parent LLC and its protected series
Because the operating agreement plays a central role in governing the relationship among the company, its members, and each protected series, a standard LLC operating agreement may not provide adequate protection.
Recordkeeping Is Essential
Liability protection does not depend on formation documents alone. Florida law requires assets to be properly associated with the parent LLC or a specific protected series.
Records must identify the protected series and describe its assets with enough detail to distinguish them from the assets of the parent LLC and every other protected series. The records must also show when and how the protected series acquired the asset. When an asset is transferred between the company and a protected series, the records should identify the consideration paid and the parties to the transaction.
These requirements are addressed in Florida Statute 605.2301.
If an asset is not properly documented as an associated asset, it may be treated as a nonassociated asset. That could allow the asset to become available to satisfy liabilities outside the series where the owner intended it to be held.
Each protected series should maintain clear and separate financial records, contracts, asset records, and transaction histories. Separate bank accounts and accounting records may also help demonstrate that each series is being operated as a distinct business unit.
Who May Benefit From This Structure?
- Protected series LLCs may be worth considering for:
- Real estate investors with multiple rental properties
- Developers managing separate projects
- Businesses with several locations or divisions
- Investment groups participating in different ventures
- Companies operating distinct brands or service lines
- Owners seeking a centralized structure for multiple assets
A protected series LLC will not be the right solution for every business. Financing requirements, title insurance, lender policies, tax treatment, insurance coverage, and operations in other states may affect whether the structure is appropriate.
Important Considerations Before Forming a Protected Series LLC
Florida’s protected series law is new, and business owners should approach the structure carefully. Banks, lenders, insurers, title companies, and taxing authorities may have their own requirements for working with a protected series.
Business owners should also consider whether another state will recognize the liability limitations of a Florida protected series when assets or operations extend beyond Florida.
A protected series structure does not replace appropriate insurance, properly drafted contracts, sound accounting practices, or ongoing legal compliance. The liability protections may be compromised when records are incomplete, assets are improperly associated, funds are mixed, or the series is not operated in accordance with its governing documents.
Is a Florida Protected Series LLC Right for Your Business?
Florida’s new Protected Series LLC structure creates additional flexibility for property owners, investors, and businesses managing multiple assets or ventures. The potential benefits can be significant, but the structure requires careful planning and consistent administration.
The attorneys at Kelley Grant & Tanis, P.A. can help evaluate whether a protected series LLC is appropriate for your goals, prepare the necessary organizational documents, develop a customized operating agreement, and establish procedures for maintaining the separation among assets and liabilities.
Contact Kelley Grant & Tanis, P.A. to discuss your business structure and asset protection needs.
This article is provided for general informational purposes only and does not constitute legal or tax advice. Every business and investment structure presents different legal, financial, and tax considerations. Consult qualified legal and tax professionals before forming or reorganizing a business entity.