What is Florida’s New Series LLC Law? Hint, it is a Powerful New Tool for Entrepreneurs and Investors
Florida is on the verge of joining a growing number of states that authorize Series Limited Liability Companies (Series LLCs). For business owners, real estate investors, fund sponsors, and family offices, this development has the potential to be transformative. For the unwary, however, it also introduces meaningful legal, tax, and securities-law pitfalls.
Set to become effective on July 1, 2026, Florida’s soon-to-be-effective Series LLC statute, which is largely modeled on the Uniform Protected Series Act (UPSA), represents a major shift in how liability segregation and entity structuring can be accomplished under Florida law. As with most powerful legal tools, the value lies not simply in availability, but in proper implementation.
Below is a practical overview of what Florida Series LLCs are, why they matter, and why experienced legal guidance is critical before adopting this structure.
What Is a Series LLC?
A Series LLC is a single legal entity that can establish multiple internal “series,” each capable of holding assets, incurring liabilities, and operating independently from the others - without forming separate LLCs for each silo.
In concept, each series functions like a mini-LLC within a master or “parent” LLC. If properly formed and maintained:
Liabilities of one series are insulated from other series and from the parent LLC
Assets can be segregated on a series-by-series basis
Each series may have different members, managers, and economic arrangements
Historically, Florida did not permit true series structures. Florida businesses seeking this flexibility were forced to rely on Delaware or other jurisdictions, often creating foreign-qualification, governance, and enforcement issues. Florida’s adoption of a Series LLC framework changes that landscape.
What Florida’s New Law Does (and Why It’s Different)
Florida’s Series LLC statute is significant for several reasons:
1. Statutory Liability Protection Between Series
Under the new law, protected series can achieve statutory liability shields - but only if strict requirements are met. These include:
Proper formation language in the LLC’s public filings
Separate records and accounting for each series
Clear identification of assets and obligations as belonging to a specific series
Failure to follow these formalities risks collapsing the liability barrier and resulting in courts being far more likely to impose liability in a Series LLC than in a traditional single-purpose LLC.
2. Ability to Form Series with Separate Legal Personality
Unlike earlier “contractual series” concepts, Florida’s framework allows for series that can:
Own property in their own name
Enter into contracts
Sue and be sued
This is particularly important for real estate portfolios, investment vehicles, and operating businesses with multiple lines of risk.
3. Alignment with National Trends
By aligning with the UPSA, Florida positions itself more favorably for:
Multi-state operations
Lender and investor recognition
Eventual judicial interpretation consistent with other UPSA states
That said, uniform does not mean risk-free.
Common Use Cases (and Where Clients Often Go Wrong)
Real Estate Investors
A common scenario: one master LLC with a separate series for each property. In theory, a slip-and-fall lawsuit at Property A does not jeopardize Property B.
In practice, problems arise when:
Bank accounts are commingled
Operating agreements are boilerplate
Deeds, leases, or insurance policies fail to correctly name the series
Private Funds and Syndications
Series LLCs are increasingly attractive for sponsors managing:
Multiple investment strategies
Deal-by-deal SPVs
Co-investment structures
However, compliance with securities laws and issues that arise from not complying do not disappear simply because a structure is “internal.” Each series may constitute:
A separate issuer
A separate security
A separate compliance obligation under federal and Florida securities laws
Missteps here can lead to rescission rights, enforcement actions, and personal liability for managers.
Operating Businesses
Some businesses consider Series LLCs to segregate:
Business lines
Intellectual property
Joint ventures
This can work but only with careful attention to contracts, employment arrangements, and tax reporting.
Tax and Banking Considerations
Florida’s Series LLC statute does not resolve federal tax treatment. The IRS may treat:
Each series as a separate taxpayer, or
The entire structure as a single entity
The answer depends on elections, operations, and facts - not assumptions.
Banking is another friction point. Many banks:
Are unfamiliar with Series LLCs
Require additional documentation
Impose restrictions on account structures
Early legal coordination with accountants and financial institutions is essential.
Why “DIY” Series LLCs Are Especially Risky
Series LLCs amplify both benefits and mistakes.
Poorly drafted operating agreements, inconsistent filings, or casual record-keeping can undo the very liability protection clients are seeking. Worse, errors often surface only after a dispute, lawsuit, or audit—when it is too late to fix them.
Courts evaluating Series LLCs will scrutinize:
Whether the statute was followed precisely
Whether third parties were clearly on notice
Whether the structure was respected in practice
Strategic Takeaway
Florida’s adoption of Series LLCs is a welcome and overdue development. For the right client, the structure can reduce costs, streamline governance, and provide meaningful liability segregation.
But Series LLCs are not a shortcut. They are a sophisticated legal architecture that must be tailored to the client’s business model, tax profile, financing plans, and critically, securities law exposure.
If you are considering a Series LLC for real estate holdings, investment funds, capital raising for various ”projects” or multi-entity operations, now is the time to evaluate whether this new tool fits your objectives and how to implement it correctly from day one.
Disclaimer: This blog post is provided for general informational purposes only and does not constitute legal, tax, or financial advice. Reading this post does not create an attorney-client relationship with me or my law firm. Reach out for a consultation and to obtain advice specific to your individual legal needs.