Florida's New Protected Series LLC: What Business Owners Need to Know
As of July 1, 2026, Florida business owners have a new entity option available: the Protected Series LLC. While this structure has existed in a handful of other states for years, Florida has now adopted its own version, giving entrepreneurs and investors another tool to help organize and protect their businesses.
For the right business owner, a Protected Series LLC can simplify operations while helping limit liability. However, it is not a "set it and forget it" entity. The liability protection depends on how carefully it is created and maintained.
What Is a Protected Series LLC?
Think of a Protected Series LLC as a parent LLC with multiple legally recognized "sub-companies," called protected series, living under one umbrella.
Each protected series can have its own:
Assets
Liabilities
Business purpose
Members or managers
Bank accounts
Contracts
Most importantly, each series is intended to have its own liability shield. In other words, if one protected series is sued or incurs debt, the assets held by the other protected series generally should not be available to satisfy those obligations—as long as the statutory requirements have been followed.
Who Can Benefit From a Protected Series LLC?
This structure is not necessary for every business. However, it may be worth considering if you own multiple assets or operate multiple ventures that you want to keep legally separated.
Examples include:
A real estate investor with several rental properties
A business owner operating multiple brands or locations
A family investment company holding different investment assets
An entrepreneur with several distinct lines of business
Rather than forming a separate LLC for every property or venture, a Protected Series LLC may allow those assets to be organized under one parent entity while still maintaining separate liability protection between the individual series.
The Liability Protection Is Not Automatic
One of the biggest misconceptions is that simply filing the paperwork creates permanent liability protection.
It does not.
Florida's new law requires business owners to clearly separate each protected series from the others. If records are poorly maintained or assets are mixed together, the liability protections could be compromised.
How to Maintain a Protected Series LLC
Once a Protected Series LLC is formed, maintaining it properly is just as important as creating it.
Business owners should:
Keep separate books and accounting records for each protected series.
Maintain separate bank accounts whenever practical.
Clearly identify which assets belong to each protected series.
Execute contracts in the name of the correct protected series.
Properly document transfers of assets between the parent LLC and its protected series, or between different protected series.
Keep the operating agreement current as new protected series are added or existing ones change.
Ensure the parent LLC's annual report accurately reflects its protected series as required under Florida law.
The goal is to treat each protected series as its own separate business operation, even though they exist under the same parent LLC.
Is a Protected Series LLC Right for You?
A Protected Series LLC can provide flexibility and potential cost savings compared to maintaining numerous separate LLCs. At the same time, it introduces additional legal and administrative responsibilities that many business owners underestimate.
Choosing the right entity structure depends on your business, your assets, your long-term goals, and your risk tolerance. Before restructuring an existing business or creating a new one, it's important to evaluate whether a Protected Series LLC truly fits your situation.
If you're considering using Florida's new Protected Series LLC structure, working with an attorney during formation can help ensure the entity is established correctly from the beginning—and that the ongoing procedures needed to preserve its liability protections are in place.
How Is a Protected Series LLC Identified?
Unlike a traditional LLC, a Protected Series LLC consists of both a parent LLC and one or more protected series created beneath it. The parent LLC is formed by filing Articles of Organization with the Florida Department of State and must expressly state that it is authorized to establish protected series.
Each protected series is then established by filing a Certificate of Designation with the Florida Department of State. Once the certificate becomes effective, the protected series is recognized as a separate protected series under Florida law.
To help distinguish one protected series from another, each series must have a unique name that begins with the exact name of the parent LLC and includes wording that identifies it as a protected series. For example:
Sunrise Holdings, LLC
Sunrise Holdings, LLC – Protected Series A
Sunrise Holdings, LLC – Protected Series Real Estate
Sunrise Holdings, LLC – Protected Series Investments
This naming requirement helps ensure that contracts, bank accounts, deeds, and other legal documents clearly identify which protected series is involved in a particular transaction.
Considering a Protected Series LLC?
Florida's new Protected Series LLC offers exciting opportunities, but it also comes with unique legal requirements that should be carefully considered before choosing this structure. If you're wondering whether a Protected Series LLC is the right fit for your business or investment strategy, we're here to help you evaluate your options and ensure it's set up correctly from the start.
Contact me today for a consultation.
