Key takeaways
- Florida's protected series provisions took effect July 1, 2026. The statute is explicit about its own start: "Beginning July 1, 2026, this chapter governs all domestic and foreign protected series limited liability companies and all domestic protected series and all foreign series that transact business in this state."
- The filing creates the series. The records decide whether an asset is behind the wall. An asset becomes a series' associated asset "only if the protected series creates and maintains records" meeting a three-part specificity test in s. 605.2301(2)(a). No record, no association — and the liability separation in s. 605.2401(2) is written "Subject to s. 605.2404," the enforcement section that reaches non-associated assets.
- In an enforcement proceeding, the burden of proof sits with whoever claims the asset is walled off. Section 605.2404(4): "In a proceeding under this section, the party asserting that an asset is or was an associated asset … has the burden of proof on the issue." In an ordinary collection fight, that party is you.
- Sloppy formalities cut one way but not the other. Section 605.2402(2) says failure to observe formalities "is not a ground to disregard a limitation in s. 605.2401(1) but may be a ground to disregard a limitation in s. 605.2401(2)" — the personal-liability shield survives it; the series-to-series wall may not.
- A Delaware or Wyoming series LLC can be pulled into Florida's rules two different ways. Section 605.2404(5) extends the enforcement rules to a foreign series' assets when three conditions are all true — including that the asset "is not identified in the records … in a manner comparable to the manner required by s. 605.2301." Separately, s. 605.2402(3) applies the disregard rules on a looser either/or test that requires no Florida property at all.
The short version: recordkeeping is the product, the designation is the receipt
If you set up a Florida protected series LLC this summer, the most useful sentence in the whole statute is not in the formation article. It is in s. 605.2301, and the whole sentence turns on two words in its middle: "only if."
Filing a protected series designation with the Department of State is what brings a protected series into existence. It is not what puts any particular asset behind the wall. That question — is this truck, this account, this parcel an associated asset of Series A or just something the company happens to hold — is answered by whether you wrote a record that a stranger could follow, and whether you wrote it before the debt showed up.
That is a different kind of compliance than most founders are used to. A filing is an event: you do it once, the state stamps it, you move on. This is a practice, and the statute grades it after the fact, in a dispute, with the burden on the person claiming protection.
What changed on July 1, 2026
Florida enacted the Uniform Protected Series Provisions as Chapter 2025-162, Laws of Florida — Committee Substitute for Senate Bill 316 — codified at ss. 605.2101–605.2802, Florida Statutes. The act closes with "Approved by the Governor June 20, 2025," and Section 45 sets the delay: "This act shall take effect July 1, 2026." The statute names itself in s. 605.2101: these sections "may be cited as the 'Uniform Protected Series Provisions.'"
The name is worth a beat. This is a uniform act, not a Florida-specific invention, which is why its operative words — protected series, associated asset, non-associated asset — are terms of art with defined tests behind them rather than descriptions in ordinary English. You cannot reason about them from what they sound like.
Four mechanics matter before anything else:
- Establishing a series takes everyone — unless your operating agreement says otherwise. Section 605.2201(1): "With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series." That is a default, not a fixed gate. Section 605.2107(1) lists what an operating agreement "may not vary," and item (i) is "Section 605.2201, except to vary the manner in which a series limited liability company approves establishing a protected series." Approval is the one dial in that section you are allowed to turn. What the same list does not let you turn is everything this brief is about: s. 605.2301 (records), s. 605.2402 (disregard), and s. 605.2404 (enforcement) sit at (k), (p), and (r) with no exception attached. You can contract around who says yes. You cannot contract around the records test.
- The series files under its parent's name. Section 605.2202(2) requires the name to "Begin with the name of the series limited liability company" and to "Contain the phrase 'protected series' or the abbreviation 'P.S.' or 'PS.'" Your series is publicly labeled as belonging to the company it came from.
- A protected series is its own person, with limits. Section 605.2103 makes it "a person distinct from" the company, from other series, from members, and from transferees; s. 605.2104(1) gives it "the capacity to sue and be sued in its own name." But s. 605.2104(4) forbids a protected series from being "a member of the series limited liability company" or from establishing a protected series of its own. No stacking.
- The transition clause is about timing, not eligibility. Section 605.2802(2): "A domestic limited liability company formed before July 1, 2026, may not create or designate any protected series before the effective date of this act."
Filing mechanics beyond that — the department's current designation form and its stated requirements — are the Department of State's to publish and revise. Take those from the department directly rather than from any summary, including this one.
Who this affects
- Anyone forming or restructuring a Florida LLC that holds separable assets — rental properties, vehicles, equipment fleets, brand portfolios, distinct product lines. This is the population the statute was drafted for, and the population most likely to treat the designation filing as the finish line.
- Existing Florida LLCs with multiple businesses inside one entity. Section 605.2201(1)'s default is consent of all members, so this is normally a decision your co-owners make with you rather than a filing you can quietly submit — but read your operating agreement first, because s. 605.2107(1)(i) lets it set a different approval method.
- Owners of out-of-state series LLCs — Delaware, Wyoming, and others — with any Florida exposure. Holding real or tangible property in Florida puts you inside s. 605.2404(5); even without property, a Florida-resident claimant or a claim arising in Florida can reach you under s. 605.2402(3). This is the group least likely to know the statute exists, and it has its own section below.
- Anyone who set up a series structure to reduce paperwork. The trade this statute offers is the opposite: fewer entities, more bookkeeping discipline. If the appeal was "one filing instead of five," read s. 605.2301 before you commit.
- Less affected: single-asset LLCs, service businesses with no meaningful asset separation to draw, and anyone whose "assets" are contracts and receivables handled entirely inside one operating account. You can still use a series; you will just be doing recordkeeping work with nothing on the other side of it.
What the records actually have to show
Section 605.2301(2)(a) is the hinge of the whole structure. An asset is an associated asset of a protected series "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:"
| The record has to let a stranger… | Statutory language |
|---|---|
| Tell the asset apart | "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 of the company" |
| Trace how it arrived | "Determine when and from which person the protected series acquired the asset or how the asset otherwise became an asset of the protected series" |
| Price the internal transfer | If the asset came from the company or another protected series: "determine any consideration paid, the payor, and the payee" |
Read the standard in that first line: a disinterested, reasonable individual. Not you. Not your accountant, who already knows which building is which. The test is written for a stranger reading your books cold — which is precisely the person who will read them, in a deposition, years later.
The format, on the other hand, is generous. Section 605.2301(4) allows description "by specific listing, category, type, quantity, or computational or allocative formula or procedure … or in any other reasonable manner." There is no prescribed schedule, no state-blessed template. The threshold is not formality; it is identifiability. A spreadsheet works if a stranger can follow it. An elegant policy binder fails if they can't.
Titling is looser than most summaries suggest, with two hard exceptions. Subsection (5) starts by permitting indirect ownership: a company or a protected series "may hold an associated asset directly or indirectly, through a representative, nominee, or similar arrangement." A nominee trustee or a land trust is not fatal. What follows is a short exclusion list: under s. 605.2301(5)(a) a protected series "may not hold an associated asset in the name of the series limited liability company or another protected series of the company," with (5)(b) stating the reverse. So the prohibited names are specific ones — the parent, or a sibling series. If the deed says the parent company, a record calling it Series A's asset does not rescue it.
There is also a built-in shortcut for one asset class. Section 605.2301(2)(b) provides that a recorded deed or other instrument affecting an interest in real property, in favor of a person who gives value without knowledge of the lack of authority, "constitutes a record that such interest in real property is an associated asset or liability, as applicable, of the protected series" — with a mirror provision for the company at (3)(b). For recorded real estate, the deed can do the work. For everything else — vehicles, equipment, accounts, receivables, brands — there is no such automatic record, and you are back to the (2)(a) test and the burden below.
How the wall gets tested: two dates and a burden of proof
Here is where the pieces connect, and it is the part the overview coverage tends to skip.
The liability separation in s. 605.2401(2) — the company's debts are the company's, a series' debts are that series' — does not stand alone. It opens with a cross-reference: "Subject to s. 605.2404." Section 605.2404 is the enforcement article, and it operates on non-associated assets. So the separation you filed for is only as wide as the set of assets your records successfully associate.
Section 605.2404(2)(a) states the test for a judgment against the company reaching an asset held on a series' side. The judgment may be enforced against that asset if the asset:
"1. Was a non-associated asset of the protected series on the incurrence date; or 2. Is a non-associated asset of the protected series on the enforcement date."
Paragraphs (b) and (c) run the same structure in the other two directions — a creditor of a protected series reaching company assets, and a creditor of one series reaching assets on another series' side.
Now the definitions, from s. 605.2404(1): the enforcement date is "12:01 a.m. on the date on which a claimant first serves process" in an action seeking to enforce a claim against an asset "by attachment, levy, or similar means under this section." The incurrence date — "subject to s. 605.2608(2)," a merger adjustment — is the day the liability was incurred. Two dates, joined by "or," and that "or" is the whole game.
It means a record written after the fact closes, at most, one door — and only if you are quick. Fix your books after the debt arose but before anyone serves you, and you can still be associated on the enforcement date. Once process is served, that date is fixed at 12:01 a.m. that morning and both branches are decided by what was already true. The incurrence-date branch was closed even earlier: if the asset was not associated on the day the obligation arose — the day of the accident, the day the contract was signed, the day the note was drawn — that branch stays open no matter what you write later. The window for cleanup is the gap between those two dates, and you do not control when it ends.
Then s. 605.2404(4) assigns who has to prove it: "In a proceeding under this section, the party asserting that an asset is or was an associated asset … has the burden of proof on the issue."
Note that the burden attaches to a position, not to a party label. Whoever is arguing that an asset is or was associated carries it. In the ordinary collection fight — a creditor of the company reaching for something a series holds — the party arguing "that one is behind the wall" is you. The default, in other words, is not protection. Protection is the thing you have to establish, with records you were supposed to have made before you knew you'd need them.
The formalities clause cuts one way but not the other
This is the sentence most likely to surprise people who have internalized standard veil-piercing doctrine. Section 605.2402(2), in full:
"The failure of a limited liability company or a protected series to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground to disregard a limitation in s. 605.2401(1) but may be a ground to disregard a limitation in s. 605.2401(2)."
Two limitations, two different answers, one sentence.
The limitation in s. 605.2401(1) is the owner-facing one — it blocks liability imposed on someone merely for being or acting as an associated member, a protected-series manager or transferee, or a member, manager, or transferee of the company. (The general LLC member shield lives separately, at s. 605.0304.) Failing to hold meetings, keep minutes, or observe corporate ritual is expressly not a ground to disregard it. That is the protective half of the clause, and it is the half that gets quoted — Florida in fact says it twice, since s. 605.0304(2) carries its own formalities sentence for ordinary LLCs.
The limitation in s. 605.2401(2) is the new one — the separation between the company and each protected series, quoted above and already "Subject to s. 605.2404." Formalities failures may be a ground to disregard that one.
So the discipline you were told you could relax as an LLC owner is exactly the discipline this structure runs on. The series wall is not a stronger version of the veil. It is a different wall, with a different rule about what knocks it down, sitting in the same statute.
If your series LLC is in Delaware or Wyoming and your property is in Florida
This is the part of the act most likely to surprise an out-of-state owner, and it does not care where you organized.
Section 605.2404(5) applies the enforcement rules to an asset of a foreign series LLC or foreign protected series when three conditions hold:
| Condition | Statutory language | |
|---|---|---|
| (a) | Where the asset is | "The asset is real or tangible property located in this state." |
| (b) | Who the claimant is, or where the claim comes from | "The claimant is a resident of this state or is transacting business or authorized to transact business in this state" — or the claim pertains to a liability "arising from the law of this state other than this chapter or an act or omission in this state" |
| (c) | What your records look like | "The asset is not identified in the records of the foreign series limited liability company or foreign protected series in a manner comparable to the manner required by s. 605.2301." |
These are joined conjunctively — all three, not any one. Miss any of them and subsection (5) does not reach the asset by this route.
Which makes (c) the condition worth your attention, because it is the only one you control after the fact. Condition (a) is decided by where the property sits. Condition (b) is decided by who sues you. Condition (c) is decided by what you wrote — and the yardstick it is measured against is s. 605.2301's, not your formation state's. A Delaware series LLC that keeps Delaware-adequate records for a Florida warehouse can still fail (c) if those records don't do what s. 605.2301(2)(a) asks a stranger to be able to do.
And s. 605.2404(5) is not the only door. Section 605.2402(3) — the disregard section, whose formalities rule is quoted above — applies to a claim seeking to disregard a foreign series' comparable liability limitation "if either of the following applies": the claimant "is a resident of this state, transacting business in this state, or authorized to transact business in this state," or the claim is "to establish or enforce a liability arising under law of this state other than this chapter or from an act or omission in this state." Two conditions, either one, and neither of them mentions Florida property or your records. So an out-of-state series owner with nothing physical in Florida is outside s. 605.2404(5) but can still meet s. 605.2402(3) — which is the subsection that carries the formalities rule to foreign structures.
Do not merge this with s. 605.2701, which is a different axis: the internal affairs of a foreign protected series remain governed by the law of the governing jurisdiction of the foreign series LLC. Your operating agreement, your members' rights, your governance — home-state law. Whether a Florida creditor can execute against a Florida parcel — Florida law, on Florida's records test. Both sentences are true at once, and reading either one as the general rule gets you the wrong answer.
What the state settled and what it didn't: federal tax
Florida decided a question of state entity and enforcement law. It did not decide how the IRS treats a protected series, and nothing in the designation filing speaks to that.
The federal position has been unfinished for a long time. In 2010 the IRS proposed treating each series as a separate entity for federal tax purposes — REG-119921-09, Series LLCs and Cell Companies, published at 75 FR 55699 on September 14, 2010. That proposal is still a proposal. It would have added a paragraph titled "Series and series organizations" at § 301.7701-1(a)(5). The (a)(5) sitting in the regulation today is a different paragraph on an unrelated subject — "Single owner organizations" — and the word "series" does not appear anywhere in 26 CFR § 301.7701-1.
That is a statement about the regulation text and nothing more. Treat your federal filing position for a series structure as a question for your own tax adviser, decided on current federal guidance — not something a state designation answers.
What to do now
1. Write the asset record when you acquire the asset, not when you're asked for it. The incurrence-date branch of s. 605.2404(2) is the reason. A record created after a claim arises can only ever answer half the test.
2. Keep the parent's name and sibling series' names off the asset. Section 605.2301(5) permits holding "directly or indirectly, through a representative, nominee, or similar arrangement" — so a nominee or trustee arrangement is available — but (5)(a) prohibits a protected series from holding an associated asset "in the name of the series limited liability company or another protected series of the company," and (5)(b) prohibits the reverse. Deeds, titles, registrations, bank and brokerage accounts, insurance named insureds, lease counterparties: check that none of them names the parent or a sibling.
3. Write for a stranger, then test it on one. The statutory reader is "a disinterested, reasonable individual." Hand your asset schedule to someone who has never seen your business and ask them to tell you which series owns what, when it was acquired, from whom, and — for anything moved internally — for how much and between which parties. If they stall, your record is not yet sufficient, whatever format it's in.
4. Log internal transfers with consideration, payor, and payee. Moving an asset from the company to a series, or between series, triggers the third limb of s. 605.2301(2)(a). Informal internal moves are where clean structures usually break.
5. Keep the series' housekeeping, even though ordinary LLC advice says you can relax it. Section 605.2402(2) is explicit that formalities failures may be a ground to disregard the s. 605.2401(2) limitation.
6. Name every protected series on the annual report — and know exactly what happens if you don't. Section 605.2206 requires the s. 605.0212 annual report to name each protected series. Omitting one "prevents issuance of a certificate of status pertaining to the protected series, but does not otherwise affect the protected series." That proviso matters in both directions: the omission is not a silent forfeiture of the separation, and it is also not nothing — a missing certificate of status shows up when a lender, a title company, or a counterparty asks for one.
7. If you hold Florida real or tangible property through an out-of-state series LLC, audit your records against s. 605.2301 specifically. Not against your formation state's standard. Condition (c) of s. 605.2404(5) names Florida's.
This is general information about a state entity-law change for founders, not legal or tax advice. Series structures are new in Florida and the way courts apply these provisions will develop — confirm your own position with a Florida attorney and your tax adviser before you rely on any of it.
The setup layer: one registered agent for the company and every series, with no duty to sort
There is a quiet provision in this act that decides where your mail lands, and it is worth reading before you build a structure that assumes otherwise.
Section 605.2203(1): "The registered agent in this state for a series limited liability company is the registered agent in this state for each protected series of that company." One agent, company-wide. You cannot give Series A its own agent and Series B another. Subsections (4) and (5) make that unity structural, and they are written in terms of ceasing to be the agent — resignation, removal, or lapse alike. A person who ceases to be the agent for the company ceases to be the agent for every protected series; a person who ceases to be the agent for one series (other than by that series' termination) ceases to be the agent for the company and all the others.
Then s. 605.2203(6), which is the one to underline:
"Except as otherwise agreed upon by a series limited liability company and its registered agent, the registered agent is not obligated to distinguish between a process, notice, demand, or other record concerning the company and a process, notice, demand, or other record concerning a protected series of the company."
Read that against everything above. You are building a structure whose entire value is that the company and each series are distinct persons with distinct assets and distinct debts — and the statute's default is that the person receiving legal delivery for all of them owes you no duty to tell them apart. A summons for Series C and a notice for the parent company can arrive in the same undifferentiated stack. The exception is right there in the first clause: "Except as otherwise agreed upon." Sorting is a term you negotiate, in writing, or it isn't a term at all.
We have written before about what a registered agent owes you for ordinary mail in other states' statutes — where the answer turns on the verb each legislature chose. Florida's series provision adds a different variable, and it is not about forwarding: it is about labeling. Ask your agent, in the engagement terms, to identify which entity or series each item concerns.
That is the legal-delivery slot, and it is only one slot. Everything else your structure touches — bank forms, invoices, insurance, vendor records, platform profiles, the mailing line on filings that accept one — is a separate address decision with separate rules about what's public and what a commercial mailbox may fill. We take those apart slot by slot in which of your LLC addresses are public record. For a US address to sit in the slots that accept one, our US partner save office handles that side (Auteur doesn't operate the US service directly) — you can see how it works on our US virtual office page.
FAQ
What is a Florida protected series LLC? It is a Florida LLC that has established one or more protected series under s. 605.2201 — each of which the statute treats as "a person distinct from" the company, other series, members, and transferees, with "the capacity to sue and be sued in its own name." A series is created by delivering a protected series designation to the Department of State. Section 605.2201(1) sets the default approval as "the affirmative vote or consent of all members," and s. 605.2107(1)(i) lets an operating agreement vary "the manner in which a series limited liability company approves establishing a protected series" — so check yours before assuming the default applies. The governing sections are ss. 605.2101–605.2802, the Uniform Protected Series Provisions.
Are series LLCs recognized in Florida? The Uniform Protected Series Provisions took effect July 1, 2026. Section 605.2802(1) states that "Beginning July 1, 2026, this chapter governs all domestic and foreign protected series limited liability companies and all domestic protected series and all foreign series that transact business in this state." The transition clause in s. 605.2802(2) is a timing bar on getting ahead of that date: an LLC formed before July 1, 2026 "may not create or designate any protected series before the effective date of this act."
What is the difference between an LLC and a series LLC? A series LLC is an LLC with at least one protected series established under s. 605.2201. The practical difference is not the number of filings; it is what has to be true afterward. In an ordinary LLC, the company owns its assets and that's the end of the inquiry. In a series LLC, whether a specific asset belongs to a specific series is a provable fact about your records — an asset is an associated asset "only if" the series maintains records meeting the s. 605.2301(2)(a) test — and s. 605.2404(4) puts the burden of proving it on whoever asserts it. There is also a structural ceiling: under s. 605.2104(4) a protected series cannot be a member of its own LLC or establish a series beneath it.
Does a protected series protect my personal assets better than a regular LLC? Those are two different limitations and the statute treats them differently. Section 605.2402(2) says failure to observe formalities "is not a ground to disregard a limitation in s. 605.2401(1)" — the shield between the business and its owners — "but may be a ground to disregard a limitation in s. 605.2401(2)," the separation between the company and each series. A series structure adds an internal wall between pools of assets; it is not an upgraded personal shield, and it is the more fragile of the two under sloppy administration.
I have a Delaware or Wyoming series LLC and a property in Florida. Does this apply to me? It can. Section 605.2404(5) extends the enforcement rules to an asset of a foreign series LLC or foreign protected series when three conditions are all satisfied: the asset "is real or tangible property located in this state"; the claimant is a Florida resident or is transacting or authorized to transact business in Florida, or the claim arises from Florida law or an act or omission in Florida; and the asset "is not identified in the records … in a manner comparable to the manner required by s. 605.2301." All three, conjunctively. Separately — and on a looser test — s. 605.2402(3) applies Florida's disregard rules to a foreign series' comparable liability limitation "if either" the claimant is a Florida resident or transacts or is authorized to transact business in Florida, or the claim arises under Florida law or from an act or omission in Florida. That one has no Florida-property condition and no records condition. And s. 605.2701 leaves the internal affairs of a foreign protected series to the law of the governing jurisdiction of the foreign series LLC — a different question again from whether a Florida creditor can execute against Florida property.
Do I have to list each protected series on my Florida annual report? Yes — s. 605.2206(1) requires the annual report under s. 605.0212 to name each protected series for which a designation was previously delivered to the department for filing and which has not dissolved and completed winding up. If a covered series is omitted, the stated consequence is specific: it "prevents issuance of a certificate of status pertaining to the protected series, but does not otherwise affect the protected series."
How is a protected series taxed federally? The state statute doesn't answer that. The IRS proposed treating each series as a separate entity for federal tax purposes in 2010 (REG-119921-09, 75 FR 55699), and that proposal has not been finalized: the word "series" appears nowhere in 26 CFR § 301.7701-1, and the paragraph the proposal would have added at (a)(5), "Series and series organizations," is not there — today's (a)(5) is an unrelated paragraph on single owner organizations. Take your filing position from current federal guidance with your tax adviser rather than from the state designation.
Bottom line
Florida's protected series provisions have been live since July 1, 2026, and the coverage so far has mostly answered the question "how do I set one up?" The statute's own emphasis is elsewhere. Section 605.2201 tells you how a series comes into existence. Section 605.2301 tells you whether it holds anything — an asset is an associated asset "only if" the records let a disinterested, reasonable individual identify it, distinguish it, date it, account for how it became the series' asset, and price any internal transfer. Section 605.2401(2) makes the liability separation "Subject to s. 605.2404," and s. 605.2404 reaches whatever your records left unassociated on either of two dates, one of which is already in the past. Section 605.2404(4) puts the burden of proving otherwise on the person claiming protection.
So the honest description of what you're buying is not "one filing instead of five entities." It is a bookkeeping obligation with a legal consequence attached, plus a reversal most owners won't expect: the formalities you were told to stop worrying about in an ordinary LLC are the ones s. 605.2402(2) lets a creditor use against the series wall. And if your series LLC lives in Delaware or Wyoming while your property sits in Florida, s. 605.2404(5) measures your records against the Florida standard anyway when all three of its conditions line up.
The part you can act on this month is small: write the asset records now, hold each asset in the series' own name, and settle in writing with your registered agent which entity each piece of mail concerns — because the statute's default answer to that last question is that nobody has to tell you.
