LLC Act Amended To Permit Protected Series LLCs
Florida has enacted new legislation (CS/SB 316 / CS/HB 403) amending its Revised LLC Act to authorize Protected Series LLCs, effective July 1, 2026. The delayed start gives the Department of State time to implement the filing and record-keeping systems the law requires.
Under the new law, a Florida LLC—newly formed or existing—may establish one or more protected series within the same umbrella entity. Each series can have its own members or managers, hold assets, enter into contracts, incur liabilities, and conduct business independently. For most legal purposes, each protected series is treated as if it were a separate LLC.
To create a series, the parent LLC must file a protected series designation with the Department of State. Each series must comply with naming conventions (beginning with the parent’s name and including “Protected Series” or “P.S.”) and maintain separate, accurate records of its assets and liabilities. If those records are not properly maintained, the liability shield may not hold.
The law provides that the debts and obligations of one series are generally not enforceable against other series or the parent LLC—assuming statutory formalities are observed. The statute also recognizes foreign series LLCs doing business in Florida, with specific rules for registration, naming, and disclosure.
