A “Series LLC” is a limited liability company that has at least one “protected series.”[1] The Series LLC concept is similar to the umbrella entity or parent in a holding company structure, however the “parent” series LLC is statutorily permitted to create multiple “series” or “protected series” within itself.[2] A series created by the “parent” will be treated as if it were a separate LLC, even though a series is not a separate legal entity.[3] The term “Protected Series LLC” is not a separate legal concept from the “Series LLC”; rather, a “Protected Series LLC” is merely a modern term that was introduced under the Uniform Protected Series Act (UPSA), which formalized the concepts of each series having separate assets, limitations on liability, etc.
Positive Features:
Liability Segregation: The Series LLC provides a “vertical” shield by isolating the liabilities of the entity from its members. In addition, the Series LLC creates “horizontal” shields within the entity itself because the assets of parent or another LLC in such construct are shielded from the creditors of the other series.[4]
Organizational Flexibility: Each protected series can have its own assets, operations, members, and liabilities, while remaining under the umbrella of the series LLC. Each protected series can have different members, managers, purposes, and assets.
Administrative Efficiency: Rather than forming multiple separate LLCs (and paying separate filing fees), business owners can manage several ventures or assets under one legal entity.
Annual Reports: The annual report for a series LLC company will include the name(s) of each protected series company for which it has filed a protected series designation.[5] The new Florida statutes do not specify whether each individual protected series must file its own annual report.
Negative Features:
Depends on the existence of the series LLC: The existence of a protected series relies directly on the existence of the series LLC; therefore, the dissolution of the series LLC requires the dissolution of each of its protected series.[6]
Restrictions on merger: A series LLC may only be a party to a merger if (1) each other party to the merger is a limited liability company, and (2) the surviving company is not created in the merger.[7]
Strict compliance and maintenance requirements (see below).
FLORIDA’s NEW PROTECTED SERIES LLC LAW
Florida’s new Protected Series LLC law takes effect July 1, 2026. The law allows a single “parent” LLC to establish multiple, distinct series, each with its own assets, members, and liability shields. The law is part of the Florida Revised Limited Liability Company Act.
How to create a Series under the new law
With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.[8] To establish a protected series, a new or existing Florida limited liability company must file a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established, and any other information the department requires for filing.[9]
How to maintain a Series under the new law
A series LLC must adhere to strict and clear statutory recordkeeping for the LLC and for each series created by the LLC, “whereby the ‘associated assets’ and ‘associated liabilities’ of the LLC, and each series, are maintained contemporaneously and clearly in records and ‘… only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to: (1) identify the asset and distinguish it from any other asset of the protected series, any asset of the series limited liability company, and any asset of any other protected series; (2) determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and (3) if the protected series acquired the asset from the series limited liability company or another protected series of the limited liability company, determine any consideration paid, the payor, and the payee.’”[10]
Conclusion
There are several advantages to a Series LLC including asset segregation, administrative savings, and operational flexibility. For example, if a real estate investor owns four separate properties, rather than forming four separate LLCs, they can create one Series LLC with four “protected series,” with the result being a lawsuit at one property does not expose the assets of the other properties. In operating multiple business lines, i.e., e-commerce, brick and mortar store, and marketing, the assets of one are protected from the debts of the others with only one annual report and tax return for the parent to file.
It is important to understand that series LLCs are not recognized in many states. The Maryland Department of Assessments and Taxation (SDAT) does not currently authorize or recognize the Series LLC.
Contact a PK Law Corporate and Real Estate Attorney to learn more about how to efficiently manage your business risk, save on administrative and other costs, and gain flexibility in your business operations.
Anastacia Topaltzas is an Associate in the Firm’s Corporate and Real Estate Group. Anastacia primarily focuses her work on business formation, mergers and acquisitions, real estate, and intellectual property.
[2] Series LLCs: Structure, Benefits and Implications, Business Law Section of the Florida Bar (April 12, 2024) https://flabizlaw.org/member-articles/series-llcs-structure-benefits-and-implications/.
[3] 1 Florida Corporations Manual § 8.32 (2026).
[4] See supra note 2.
[10] 1 Florida Corporations Manual § 8.32 (2026); Fla. Stat. § 605.2301(2)(a).
