Florida Series LLC: What It Is and How to Form One

If you own multiple businesses, rental properties, or investment assets, you’ve probably wondered if there’s a way to protect each one separately without forming multiple LLCs. Enter the Series LLC — a unique business structure that allows you to create separate “series” within a single LLC, each with its own assets, liabilities, and members.

Florida officially recognized Series LLCs in 2019 under the Florida Revised Limited Liability Company Act. This guide explains exactly how Florida Series LLCs work, when they make sense, and how to form one.

What Is a Series LLC?

A Series LLC is a single LLC that can create unlimited internal “series” (also called “cells” or “protected series”). Each series operates like its own mini-LLC with:

• Separate assets: Each series owns its own property
• Separate liabilities: Debts of one series don’t affect others
• Separate members: Each series can have different owners
• Separate management: Each series can be managed independently

Think of it like an umbrella corporation with multiple subsidiaries — except everything exists within one legal entity.

How Series LLCs Are Structured

Florida Series LLC (Parent)
├── Series A (Rental Property 1)
├── Series B (Rental Property 2)
├── Series C (Rental Property 3)
└── Series D (E-commerce Business)

Each series is protected from the liabilities of other series. If someone sues Series A over a slip-and-fall at Rental Property 1, Series B, C, and D (and their assets) are protected.

Florida Series LLC Laws

Florida adopted Series LLC legislation effective January 1, 2019, under Florida Statutes Chapter 605, specifically sections 605.0901 through 605.0914.

Key Legal Features

Liability Shield: Each series has a liability shield separate from:

• The Series LLC itself
• Other protected series
• Members and managers

Required Records: Each series must maintain:

• Separate records and accounts
• Separate books of account
• Clear identification of assets belonging to that series

Public Notice: The Articles of Organization must include a notice that the LLC can establish protected series.

Benefits of a Florida Series LLC

1. Asset Protection Across Multiple Ventures

The primary benefit is compartmentalized liability. If you own five rental properties in five separate series, a lawsuit related to one property cannot reach the assets of the other four.

2. Cost Savings

Instead of forming five separate LLCs (5 x $125 = $625), you form one Series LLC ($125) and create series internally at no additional state filing cost.

Comparison for 5 properties:

Annual savings: $555+ per year

3. Simplified Administration

One set of annual reports, one registered agent, one operating agreement (with series provisions) instead of managing multiple separate entities.

4. Flexibility

You can add new series whenever you need them without filing new paperwork with the state. Each series can have different:

• Members and ownership percentages
• Management structures
• Operating rules
• Profit distributions

5. Tax Flexibility

Each series can elect its own tax treatment. One series could be taxed as a disregarded entity while another elects S-corp taxation.

Disadvantages and Risks

1. Limited Legal Precedent

Series LLCs are relatively new, and court decisions testing the liability barriers between series are limited. While the theory is solid, the practice hasn’t been extensively challenged in Florida courts.

2. Interstate Recognition Issues

Not all states recognize Series LLCs. If you operate or own property in a state that doesn’t recognize series structures, your liability protection may not hold.

States that recognize Series LLCs:

• Florida, Texas, Delaware, Nevada, Illinois, Wyoming, and about 20 others

States that don’t recognize Series LLCs:

• California, New York, and many others

3. Banking Complications

Some banks don’t understand Series LLCs and may refuse to open separate accounts for individual series. You may need to shop around for a bank familiar with the structure.

4. Record-Keeping Requirements

Each series must maintain completely separate:

• Bank accounts
• Financial records
• Asset documentation

If you commingle funds or fail to maintain separation, you risk “piercing the veil” between series.

5. Complexity

Operating agreements for Series LLCs are more complex. You’ll need provisions addressing:

• How new series are created
• Rights and obligations of each series
• Distribution waterfalls
• How series can be dissolved

Who Should Use a Florida Series LLC?

Good Candidates

Real Estate Investors: Own multiple rental properties and want each protected separately without forming multiple LLCs.

Holding Companies: Hold multiple investments, intellectual property, or business interests under one umbrella.

Franchise Owners: Operate multiple franchise locations, each in its own series.

Professional Investors: Separate investment portfolios or funds while maintaining administrative simplicity.

Poor Candidates

Single-Business Owners: If you have one business, a regular LLC is simpler and equally protective.

Businesses Operating in Non-Recognition States: If your operations span states that don’t recognize series structures, the protection may not hold.

Those Seeking Financing: Lenders may be uncomfortable with Series LLC structures and require personal guarantees anyway.

How to Form a Florida Series LLC

Step 1: Choose Your LLC Name

Your Series LLC name must:

• Be distinguishable from other Florida business names
• Include “LLC” or “Limited Liability Company”
• Not include restricted words (bank, insurance, etc.)

Check availability at Sunbiz.org.

Step 2: File Articles of Organization

File with the Florida Division of Corporations through Sunbiz.org. The filing fee is $125.

Critical Requirement: Your Articles of Organization must include this statement (or similar language):

“The limited liability company may establish one or more protected series pursuant to Section 605.0901 of the Florida Statutes. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series.”

Without this notice, your LLC is a regular LLC, not a Series LLC.

Step 3: Appoint a Registered Agent

You need a registered agent with a physical Florida address. You can:

• Serve as your own registered agent (free)
• Hire a registered agent service ($50-$150/year)

Step 4: Create a Series LLC Operating Agreement

This is where Series LLCs get complex. Your operating agreement must address:

For the Master LLC:

• Purpose of the Series LLC
• How protected series are established
• General management provisions
• Member admission and withdrawal

For Each Series:

• Name of the series
• Members and ownership percentages
• Capital contributions
• Profit and loss allocation
• Management and voting rights
• Asset assignment to the series

Step 5: Establish Individual Series

When you’re ready to create a protected series:

1. Document the series in a series designation or supplement to your operating agreement
2. Open a separate bank account for the series (if it will have financial activity)
3. Transfer assets to the series with proper documentation
4. Maintain separate records from day one

Step 6: Obtain EIN(s)

Here’s where it gets tricky:

• The Master LLC needs its own EIN
• Each series may need its own EIN (depending on tax treatment and employees)
• Consult with a tax professional on EIN requirements for your structure

Florida Series LLC Costs

The major cost difference versus multiple LLCs is in formation and annual reports. With a Series LLC, you pay once regardless of how many series you create.

Series LLC Operating Agreement Essentials

Your Series LLC operating agreement should include:

Master LLC Provisions

1. Name and Purpose
2. Registered Agent and Office
3. Term of the LLC
4. Authority to Establish Protected Series
5. General Member Rights and Obligations
6. Amendment Procedures
7. Dissolution Provisions

Series-Specific Provisions (for each series)

1. Series Name and Designation
2. Series Purpose
3. Members of the Series
4. Capital Contributions to the Series
5. Profit/Loss Allocation
6. Distribution Rules
7. Management of the Series
8. Series-Specific Assets
9. Series Dissolution

Asset Segregation Language

Include explicit provisions that:

• Assets titled to a series belong only to that series
• Liabilities of a series are enforceable only against that series
• Members’ interest in one series is separate from interests in other series

Maintaining Liability Protection

To ensure your series maintain their separate liability shields:

Do These Things

• Separate bank accounts: Each active series should have its own account
• Separate accounting: Track income and expenses by series
• Proper documentation: When acquiring assets, title them to the specific series
• Clear contracts: Sign contracts identifying which series is the party
• Insurance: Consider separate policies or endorsements for each series

Avoid These Mistakes

• Commingling funds: Never mix money between series
• Shared expenses without allocation: Document how shared costs are split
• Unclear asset ownership: Every asset must be clearly assigned to a series
• Signing incorrectly: Always sign as “Manager of [Series Name], a Protected Series of [LLC Name]”

Florida Series LLC vs. Multiple LLCs

Choose Series LLC if: You have multiple properties/ventures, operate only in Florida, and want cost savings.

Choose Multiple LLCs if: You need financing, operate in multiple states, or want maximum legal certainty.

Tax Considerations for Florida Series LLCs

Federal Tax Treatment

The IRS has not issued definitive guidance on Series LLC taxation. Current practice:

• Single-member series: Typically disregarded for tax purposes (Schedule C or E)
• Multi-member series: May be treated as separate partnerships
• S-corp election: Each series may elect independently (consult tax advisor)

Florida Tax Treatment

Florida has no state income tax, so state-level tax treatment is not a concern. However:

• Each series with employees needs unemployment tax registration
• Sales tax permits may be needed per series if selling taxable goods

Important: Work with a CPA experienced in Series LLCs for proper tax structuring.

Frequently Asked Questions

Can I convert my existing Florida LLC to a Series LLC?

Yes, through an amendment to your Articles of Organization adding the required series language. You’ll also need to update your operating agreement.

How many series can I create?

Unlimited. There’s no cap on the number of protected series within a Florida Series LLC.

Do I file separate annual reports for each series?

No. You file one annual report for the entire Series LLC, regardless of how many series exist.

Can a series own another LLC?

Yes. A series can be a member of another LLC, own real property, or hold other business interests.

What happens if one series goes bankrupt?

The bankruptcy should be limited to that series. Other series and the parent LLC should be protected — though bankruptcy courts haven’t extensively tested this in Florida.

Get Started with Your Florida Series LLC

A Series LLC can be an excellent choice for Florida investors and business owners managing multiple assets or ventures. The structure offers significant cost savings and administrative efficiency while providing liability protection between series.

However, the complexity of setup and ongoing maintenance means this structure isn’t for everyone. If you’re unsure whether a Series LLC is right for you, consider consulting with a business attorney familiar with Florida’s Series LLC laws.

Ready to form your Florida LLC? Whether you choose a standard LLC or a Series LLC, IncCraft can help you get started. Our formation services include operating agreement templates designed for your specific business structure.