Series LLC are entities that have a unique umbrella structure. A series LLC has one parent LLC
and several other “child” LLCs, known as “series”, that branch off from the parent company.
Owners of parent series LLC entities can add an unlimited amount of series beneath it and each
has its own layer of liability protection. Each series is protected from liability from one another,
and the parent LLC is protected from liability of any of its branched series LLCs.
Are Series LLC allowed under Florida law?
In the present moment, series LLCs cannot be formed under Florida law. Although a series LLC
may not incorporate in Florida, if a series LLC was formed in another state, Florida allows the
series LLC to operate in Florida as a foreign company. The Business Law section of the Florida
Bar is now advocating for the enactment of legislation that would allow the creation of series
LLCs in Florida, and legislation that provides rules on foreign series LLCs that conduct business
in Florida.
What would be the benefits of Florida adopting series LLC provisions?
The Florida Bar is advocating for the enactment of legislation related to series LLC for four
primary reasons:
(1) There are 21 other jurisdictions that have now recognized series LLCs. At this time, there
is no guidance for Florida citizens and entities on how to conduct business with foreign
series LLCs. There is also no guidance for lawyers and judges on how to analyze or
interpret contacts or claims related to series LLCs.
(2) Series LLC provisions will allow Florida citizens to create series LLCs in their home
state. These provisions would also be beneficial to lawyers who have clients that have
requested the creation of a series LLC.
(3) The proposed legislation will provide comprehensive and clear rules regarding series
LLCs and will make Florida an attractive jurisdiction for those wanting to start a series
LLC.
(4) The proposed series LLC legislation is modeled after the Uniform Protected Series Act,
(UPSA) which was adopted by the Uniform Law Commission in 2017. The UPSA was
designed to be added to the Revised Uniform Limited Liability Company Act, which
Florida already adopted in January of 2014.
If you are interested in forming an LLC, please contact EPGD Business Law for our legal
experts to assist you. We have qualified and experienced attorneys who can answer any
questions regarding the formation of your business.
