Series LLC in Florida — Not Available Under Chapter 605

Florida does not authorize Series LLCs. When the legislature adopted the Florida Revised LLC Act (Chapter 605, effective January 1, 2015), it chose not to include provisions for protected series. If you are looking for compartmentalized liability protection for multiple assets or business activities, you must use alternative structures — typically individual LLCs for each asset or a holding company arrangement.

For all LLC types available in Florida, see our types overview. If you are a real estate investor looking for per-property protection, see our real estate guide for Florida-specific structuring advice.

What Is a Series LLC (In States That Allow It)?

A Series LLC is a single LLC that can establish multiple internal "series" or "cells." Each series has its own:

• Assets and liabilities
• Members/managers
• Business purposes
• Separate liability shield (debts of one series cannot be collected from another series)

States that allow Series LLCs include Delaware, Illinois, Nevada, Texas, Wyoming, and about 10 others. The concept originated in Delaware in 1996 and has spread slowly.

The appeal is obvious: form one LLC (one filing fee, one annual report), but get separate liability compartments for each property, business line, or asset group.

Why Florida Chose Not to Allow Series LLCs

When Florida's LLC Act Revision Commission developed Chapter 605 (working from 2011-2013, effective 2015), they considered and rejected Series LLC provisions. The concerns included:

1. Interstate recognition uncertainty: If you form a Series LLC in Delaware and do business in Florida, will Florida courts respect the internal series barriers? There is no clear answer — and Florida courts have not addressed it. This uncertainty applies equally to a Florida Series LLC operating in other states.

2. Bankruptcy complications: The IRS and bankruptcy courts have not definitively resolved whether each series of a Series LLC is a separate entity for bankruptcy purposes. Can one series file for bankruptcy independently? Can a creditor of the master LLC reach series assets in bankruptcy? These questions remain unresolved nationally.

3. Tax ambiguity: The IRS has not issued comprehensive guidance on Series LLC taxation. Can each series get its own EIN? How are inter-series transactions treated? Is each series a separate entity for tax purposes? The uncertainty creates compliance risk.

4. Practical limitations: Even in states that allow Series LLCs, many banks will not open separate accounts for each series (requiring the same documentation as a separate LLC), insurance companies often cannot issue separate policies per series, and many title companies will not handle real estate transactions involving series.

Alternatives Available to Florida Business Owners

Option 1: Separate LLCs for Each Asset

The most straightforward approach in Florida: form a separate LLC for each property or business activity that needs independent liability protection.

Cost:

• $125 per LLC (formation through Sunbiz.org)
• $138.75 per LLC per year (annual report)
• Registered agent for each ($99/year each with our service)

For 5 properties:

• Formation: $625 (one-time)
• Annual maintenance: $693.75 (5 x $138.75) + registered agent costs
• Each LLC has its own EIN, bank account, and tax filing

Advantages over Series LLC:

• Clear, well-established liability separation
• No interstate recognition questions
• Every bank and title company understands individual LLCs
• No tax ambiguity — each LLC is a clearly separate entity
• If one LLC has a problem, the others are unquestionably independent

Disadvantages:

• Higher annual costs (multiple annual reports, multiple registered agents)
• More administrative overhead (multiple bank accounts, multiple tax returns for multi-member)
• More entities to manage on Sunbiz.org

Option 2: Holding Company Structure

Form a "parent" LLC (the holding company) that owns individual "child" LLCs (one per asset):

[You] → [Holding Company LLC] → [Property 1 LLC]
                               → [Property 2 LLC]
                               → [Property 3 LLC]

How it works:

• The holding company is the sole member of each property LLC
• Each property LLC is a single-member LLC (disregarded for tax purposes if owned by the holding company)
• The holding company can be taxed as a partnership (if you have co-investors) or disregarded entity (if you are the sole member of the holding company)

Advantages:

• Centralized management through the holding company
• Each property LLC has independent liability protection
• Tax simplification: depending on structure, may flow through to a single Form 1065 or Schedule C
• Banking can be partially consolidated

Disadvantages:

• Still requires separate formation ($125 each) and annual reports ($138.75 each) for each LLC
• Holding company adds one more entity to maintain
• Requires careful attention to maintaining each entity's separateness

Option 3: Land Trust + LLC Combination

Some Florida real estate investors use a combination of Florida land trusts and LLCs:

• The property is held in a land trust (provides privacy — trust name is on the deed, not your name)
• The LLC is the beneficiary of the land trust (provides liability protection)
• One LLC can be beneficiary of multiple land trusts (but liability isolation between properties depends on the LLC's structure)

This is primarily a privacy tool, not a liability tool. If you need true liability compartmentalization between properties, separate LLCs are still necessary.

FAQ

Can I form a Series LLC in Delaware and use it in Florida?

You can form one, but Florida may not respect the internal series liability barriers. Since Florida does not have a Series LLC statute, there is no statutory framework for recognizing series formed in other states. A Florida court could potentially treat the entire Series LLC as a single entity, making all series assets available to satisfy any one series' debts. This is an unresolved legal question — and an expensive one to litigate.

How many separate LLCs do real estate investors typically form in Florida?

There is no single answer — it depends on property values, risk tolerance, and administrative tolerance. Common approaches: one LLC per property (maximum protection, maximum overhead), one LLC per 3-5 properties (moderate protection, less overhead), or one LLC for all properties (minimal overhead, minimal per-property protection). The "right" answer depends on your portfolio size and risk profile.

Is it possible Florida will add Series LLCs in the future?

Possible but not imminent. No active legislation is pending to add Series LLC provisions to Chapter 605. If Florida does add them in the future, existing separately-formed LLCs would not be affected — you could potentially consolidate into a Series structure at that time.

Are there any tax advantages to separate LLCs vs. a hypothetical Series LLC?

In practice, separate single-member LLCs owned by the same person are disregarded entities (reported on the owner's return — same as a Series LLC series would likely be treated). The tax treatment is similar. The difference is clarity — separate LLCs have well-established tax treatment; Series LLC tax treatment remains ambiguous.