Florida doesn’t let you form a series LLC. You’ll find guides saying a Florida series LLC has been available since 2019 under Chapter 605, but Florida’s Revised Limited Liability Company Act has no protected series provisions, and sections 605.0901 onward deal with foreign LLCs registering in Florida, not with series. If you file Florida Articles of Organization with series language in them, you still get an ordinary LLC.
That doesn’t leave you stuck. Below is what a series LLC is, why Florida investors want one, and the structures that get you the same separation here.
What is a series LLC?
A series LLC is one LLC that can create internal “series” (also called cells or protected series). In the states that allow it, each series works like a mini-LLC with its own assets, its own debts, and sometimes its own members and managers.
The classic example is a landlord with four rentals. Each property sits in its own series under one parent LLC. If a tenant sues Series A over a slip-and-fall at Rental Property 1, the properties in Series B, C and D are supposed to be out of reach. It’s one legal entity on paper, with walls inside it.
Can you form a Florida series LLC?
No. Florida’s LLC statute doesn’t authorize protected series, so there’s no filing on Sunbiz that creates one and no state rule saying a lawsuit against one series can’t reach the others.
This is the part most series LLC articles about Florida get wrong, and it matters. If you set up “series” inside a Florida LLC and rely on them, a court would most likely treat the whole thing as one LLC with one pool of assets. That’s the exact risk you were trying to avoid.
Laws change, so check the current version of Chapter 605 before you decide. As of this writing, the answer is no.
Which states do allow series LLCs?
Texas, Delaware, Nevada, Illinois and Wyoming allow series LLCs, along with about 20 other states. California and New York are among the many that don’t.
Some Florida owners form a series LLC in one of those states and then register it in Florida as a foreign LLC. We wouldn’t do that for Florida property. The protection between series comes from the home state’s law, and when a Florida court hears a dispute over a Florida rental, there’s no Florida statute telling it to respect those internal walls. Court decisions testing series liability barriers are thin even in the states that allow them.
The practical problems add up too. Some banks won’t open accounts for individual series. Lenders are often uncomfortable with the structure and may ask for personal guarantees anyway. And you’d be paying for a registered agent and filings in two states.
What should Florida owners use instead?
Separate LLCs. It’s the boring answer, and it’s the right one for most people.
One LLC per property or venture. Each rental or business gets its own Florida LLC. The liability protection is well established, every bank and lender understands it, and it works in every state.
A holding LLC that owns the others. If you want one place to manage ownership, form a parent LLC and make it the member of each property LLC. Apart from lower state fees, a series LLC can’t offer Florida owners anything this setup can’t, and this one rests on settled law.
How much do separate LLCs cost in Florida?
Each LLC costs $125 to form and $138.75 a year for its annual report. For five properties:
| Structure | Formation | Annual reports | Total year 1 |
|---|---|---|---|
| 5 separate LLCs | $625 | $693.75 | $1,318.75 |
| 1 LLC | $125 | $138.75 | $263.75 |
That gap is the whole appeal of a series LLC, and it’s real. But a single Florida LLC holding five properties gives you one pool of assets for any lawsuit to go after. Paying roughly $555 more a year for actual separation is usually worth it once you own more than one property.
You can cut costs elsewhere. One registered agent service can cover all your LLCs, or you can serve as your own registered agent for free if you have a Florida street address. A registered agent service usually runs $50 to $150 a year.
How do you keep each LLC’s protection intact?
Separate entities only protect you if you keep them separate. Courts look past LLCs that are run as one pot of money.
- Give each LLC its own bank account.
- Track income and expenses by entity.
- Title every property or asset to the LLC that actually owns it.
- Sign contracts in the name of the right LLC, so it’s clear which one is the party.
- Get insurance for each entity, either separate policies or endorsements.
- Never move money between LLCs without documenting it, and write down how any shared expenses get split.
Commingling funds is the fastest way to lose the protection you paid for.
How are multiple LLCs taxed?
A single-member LLC is usually disregarded for federal tax, so its income goes on your personal return (Schedule C for a business, Schedule E for rentals). A multi-member LLC is usually taxed as a partnership. Each LLC can make its own S-corp election if it makes sense.
Florida doesn’t have a personal income tax, so most owners don’t face a state income tax layer. Each LLC with employees does need to register for reemployment tax, and each one selling taxable goods may need its own sales tax registration. With several entities, a CPA who works with real estate investors is worth the fee.
The IRS has never issued definitive guidance on how series LLCs are taxed, which is one more reason the separate-LLC route is simpler.
Frequently asked questions
Can I convert my existing Florida LLC into a series LLC?
No. Florida law doesn’t provide for protected series, so adding series language to your articles doesn’t change what the LLC is. If you want separation, form new LLCs and move assets into them.
Do I file a separate annual report for each LLC?
Yes. Every Florida LLC files its own annual report by May 1 and pays $138.75.
Can one LLC own another LLC?
Yes. An LLC can be a member of another LLC, own real property, or hold other business interests. That’s how a holding company structure works.
Is a Delaware or Texas series LLC a good idea for Florida rentals?
We’d avoid it. The internal liability walls depend on the formation state’s law, and Florida has no statute that recognizes them. Separate Florida LLCs give you protection a Florida court will clearly respect.
Setting up more than one Florida LLC?
If you own two properties today and expect to own five, form the LLCs as you buy, not after a problem shows up. Title each property to its own LLC at closing, rather than moving it over later.
Ready to form your Florida LLC? IncCraft can help you get started, whether it’s your first LLC or your fifth. Our formation services include operating agreement templates designed for your specific business structure.