One Company, Many Walls.

The statute is real and the compartments are real. But the protection the statute offers is conditional in a way that most of the promotional material does not dwell on, and the condition is not a lawyer’s flourish. It is bookkeeping. Florida’s new provisions make a family’s own records the load-bearing element of the shield, and they place the burden of proving those records on the family rather than on the creditor. That is an unusual allocation, and it deserves to be understood before anyone reorganises a portfolio around it.

The Uniform Protected Series Provisions live at sections 605.2101 through 605.2802 of the Florida Statutes, added to the LLC Act by CS/HB 403, which passed the House 115–0, was approved by the Governor on 20 June 2025 as chapter 2025-162, Laws of Florida, and took effect on 1 July 2026. Uniform Protected Series Provisions, ss. 605.2101–605.2802, Fla. Stat., created by CS/HB 403 (2025); see Florida House of Representatives, Final Bill Analysis, CS/HB 403 (June 26, 2025), at 1 (“CS/HB 403 creates the Uniform Protected Series Provisions in ss. 605.2101-605.2802, F.S., within the Limited Liability Company Act, to allow for the formation of a ‘protected series LLC’ under Florida law.”); id. at 1, 11 (“The bill was approved by the Governor on June 20, 2025, ch. 2025-162, L.O.F., and will take effect on July 1, 2026.”) (final House floor action 115 yeas, 0 nays; the companion bill was CS/SB 316); see also “Florida’s New Protected Series LLC Law: Part I,” The Florida Bar Journal. Florida deliberately delayed the effective date by more than a year, and section 605.2802 made the delay meaningful: an LLC formed before 1 July 2026 could not create or designate a protected series before that date. Final Bill Analysis, supra, at 11 (s. 605.2802, F.S.: “Beginning July 1, 2026, Chapter 605, F.S., governs all domestic and foreign series LLCs, all domestic protected series, and all foreign series that do business in Florida. A domestic LLC formed before July 1, 2026, may not create or designate any protected series before the bill’s effective date.”).

The mechanics are straightforward.

Establishing a series. Under section 605.2201, an LLC may establish a protected series with the affirmative vote or consent of all members, unless the operating agreement provides otherwise, and then delivers a protected series designation to the Department of State for filing. The series exists when the designation takes effect. Id. at 1 (s. 605.2201, F.S.). Section 605.2202 requires each series name to begin with the LLC’s own name and to contain the phrase “protected series” or the abbreviation “P.S.” or “PS.” Id. at 2 (s. 605.2202, F.S.).

What a series is. Section 605.2103 makes a protected series a person distinct from the LLC, from every other series of that LLC, from the members, and from transferees. Id. (s. 605.2103, F.S.). Section 605.2104 lets it sue and be sued in its own name, gives it generally the same powers as the LLC, and provides that it ceases to exist no later than the completion of the LLC’s winding up. Id. (s. 605.2104, F.S.).

The shields. Section 605.2401 carries the substance. A protected series’ debt is solely the debt of that protected series; the LLC’s debt is solely the LLC’s. Neither the LLC nor any other series is liable — directly or indirectly, by contribution or otherwise — for the obligations of a sibling series merely by reason of the relationship between them. Id. at 3 (s. 605.2401, F.S.). That is the “horizontal” shield, and it is genuinely new to Florida law.

Attacking the shields. Section 605.2402 provides that a claim to disregard a series liability limitation is governed by the principles of law and equity that would apply if each protected series were a separately formed LLC. Id. (s. 605.2402, F.S.). Two consequences follow. Florida’s ordinary veil-piercing doctrine travels into the series context intact. And — a nuance easily missed — failure to observe the formalities of a series’ activities is not grounds to disregard the limitation in section 605.2401(1), but may be grounds to disregard the limitation in section 605.2401(2). Id. (“Failure of an LLC or a protected series to observe the formalities of its activities and affairs is not grounds to disregard a limitation in s. 605.2401(1), F.S., relating to the liability of persons acting in specified roles, but may be grounds to disregard a limitation in s. 605.2401(2), F.S., relating to the liability of a protected series or series LLC.”). The distinction is the statute’s own; how a Florida court will apply it in practice is, at present, unlitigated.

Creditors of the owner. Section 605.2403 applies the charging-order provisions of section 605.0503 to a judgment creditor of an associated member, and to the LLC itself to the extent it holds a protected-series transferable interest. Id. at 4 (s. 605.2403, F.S., applying s. 605.0503, F.S.). This is continuity, not expansion: the outside creditor’s remedy against an owner is the same charging order it always was.

Now the part that does the work.

Section 605.2301 provides that an asset is an associated asset of a protected series — or of the LLC — only if the series or the LLC creates and maintains records that state the name of the series or the LLC and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to make specified determinations about it. Id. at 7 (s. 605.2301, F.S.). The records may be organised by specific listing, category, type, quantity, or by a computational or allocational formula, or in any other reasonable manner. The statute also forbids the obvious sloppiness: a protected series may not hold an associated asset in the name of the LLC or of another series, and the LLC may not hold an associated asset in the name of one of its series. Id. at 7–8 (s. 605.2301, F.S.: a protected series may not hold an associated asset in the name of the series LLC or another protected series, and the series LLC may not hold an associated asset in the name of its protected series). The section also addresses the effect of recorded deeds and other instruments affecting real property.

An asset that fails this test is a non-associated asset, and section 605.2404 tells you what that means when a judgment lands. A judgment against the LLC may be enforced against an asset of a protected series if the asset was a non-associated asset of that series on the incurrence date, or is one on the enforcement date. A judgment against a protected series may be enforced against the LLC’s assets — and against the assets of a sibling series — on the same terms. Id. at 4 (s. 605.2404, F.S.). “Incurrence date” means the date on which a series LLC or protected series incurred the liability giving rise to the claim; “enforcement date” means 12:01 a.m. on the date a claimant first serves process in an action seeking to enforce the claim against an asset. Id. at 4 nn.10–11.

Then the sentence that should govern how this structure is administered from day one:

The creditor does not have to prove the compartments were fictional. The family has to prove they were real. And “real” is defined by a contemporaneous paper trail measured against a disinterested reasonable reader, not against the intentions of the person who built it.

That is a demanding standard, and it is demanding in a specific direction. Records assembled after a claim arrives are exactly the kind of evidence that reads badly. A ledger reconstructed in the shadow of litigation invites the question of what the ledger looked like before — and that question, once a court is asking it, tends to be the whole case. Practitioners writing on the new law have made the same point in plainer language: the shield is only as good as the records, and the records must be accurate, separate and contemporaneous. See Jimerson Birr, “New Florida Series LLC Hits July 1: The Pitch Everyone’s Selling, and the One Mistake That Can Erase Your Protection” (June 2026) (records must be “accurate, separate, and contemporaneous; an after-the-fact reconstruction assembled once a creditor appears is exactly what a court is likely to disregard”).

Four limits are worth stating plainly, because the promotional framing tends to leave them out.

It does not improve the charging-order position. Section 605.2403 imports section 605.0503; it does not enhance it. A creditor of the member is where it always was. If the LLC has a single member, the exclusivity that multi-member Florida LLCs enjoy is not conferred by adding series. Compartmentalising assets inside a company does nothing about a creditor standing outside it.

It does not create seasoning. A protected series designation filed today is a filing made today. Where a transfer into a series is a transfer of value out of the reach of an existing or reasonably foreseeable creditor, Florida’s voidable-transfer law applies to it as it applies to any other transfer, and the badges a court looks for — timing relative to the claim, retained control, transfers to insiders, concealment — are entirely unaffected by the elegance of the entity chart. Ch. 726, Fla. Stat. (Florida Uniform Fraudulent Transfer Act). Whether any particular transfer into a protected series is vulnerable turns on its timing, the transferor’s solvency, the consideration exchanged and the other facts; nothing in ss. 605.2101–605.2802 displaces that analysis. The single most common error in this area is treating a formation date as though it were a protection date. It is not, and a reorganisation undertaken after the problem appears tends to produce evidence rather than insulation.

It is untested in the places that matter most. Florida has no series case law yet, and the two forums where a shield is most likely to be tested are the two least likely to apply Florida’s statute on its own terms. In bankruptcy, the treatment of a protected series — as a separate estate, as property of the LLC’s estate, as something else — is unresolved. Outside Florida, series law varies widely and some states do not recognise the structure at all. Alper Law, “Florida Series LLC: Protected Series Law (Effective July 2026)” (noting that bankruptcy treatment is uncertain and the structure is untested in Florida courts); Jimerson Birr, supra (“Series LLC laws vary widely, and some states do not recognize the structure or its protections at all.”). The statute anticipates part of this: section 605.2701 provides that a foreign protected series is generally governed by the law of its jurisdiction of formation, and sections 605.2702 through 605.2704 govern registration and disclosure obligations for foreign series doing business in Florida — including a requirement, under section 605.2704, that a foreign series LLC or foreign protected series disclose its related entities to the other parties within 30 days of becoming a party to a Florida proceeding. Final Bill Analysis, supra, at 5–6 (ss. 605.2701, 605.2702, 605.2703 and 605.2704, F.S.). Under s. 605.2704, where a foreign series LLC or foreign protected series does not comply with the disclosure requirement, a party may ask the tribunal to treat the noncompliance as a failure to comply with its discovery rules or bring a separate enforcement proceeding. But a Florida statute cannot bind a court in another state applying that state’s own law to a claim arising there.

It adds administrative failure points. Section 605.2206 requires the annual report to name each protected series that has been designated and has not completed winding up. Id. at 7 (s. 605.2206, F.S.). Failure to comply prevents issuance of a certificate of status pertaining to the protected series, but does not otherwise affect the protected series. Section 605.2203 requires the LLC to agree with its registered agent that the agent will serve for the LLC and for each protected series before the designation is delivered for filing. Id. at 5 (s. 605.2203, F.S.). Sections 605.2602 and 605.2603 bar a protected series and a series LLC from most conversions, domestications, interest exchanges and mergers, with a narrow merger exception in section 605.2604 requiring every party to be an LLC and the surviving company to pre-exist the merger. Id. at 9 (ss. 605.2602, 605.2603 and 605.2604, F.S.). None of these is difficult. Each is a thing that can be missed, and things that are missed are what creditors’ counsel read first.

None of this makes the protected series LLC a bad instrument. It makes it a particular kind of instrument, and it is worth being precise about the kind.

A protected series is a compartmentalisation tool. It is well suited to separating operating risks that a family already accepts: three rental properties whose tenants might sue over three unrelated things, or distinct lines of business whose creditors have no reason to reach each other. Against that internal, forward-looking, tort-and-contract kind of exposure, and with disciplined records, the horizontal shield does real work at lower administrative cost than ten separate LLCs.

It is not a protection tool in the sense this series uses the word, and it does not substitute for one. Protection against a determined judgment creditor of the owner comes from the same three properties it has always come from. The transfer must be seasoned — completed long before any claim was in view, so that no voidable-transfer theory reaches it. It must be irrevocable and discretionary — so that there is no fixed interest to attach and no retained power that lets a court say the settlor never really let go. And it must be independently administered — by a trustee who is not the family under another name and who is capable of declining to distribute when a creditor is waiting on the other side of the distribution.

A protected series has none of those characteristics. Its assets belong to a company whose interests the family still owns. The compartments are internal walls in a house the family still lives in.

The sensible way to read the new law, then, is as a refinement of the layer closest to the operating risk — and not as a reason to revisit the layers above it. A structure that puts seasoned, irrevocable, independently administered ownership at the top, an entity in a jurisdiction with a genuine exclusive charging-order remedy beneath it, and compartmentalised operating assets beneath that, uses each instrument for the thing it is actually good at. A structure that replaces the first two with the third has swapped protection for tidiness.

Florida has given practitioners a useful new tool and, in the same breath, told them exactly how it fails. It fails on records. Section 605.2301 defines the shield in terms of contemporaneous, asset-specific bookkeeping that a disinterested reader could follow; section 605.2404 assigns the burden of proving that bookkeeping to the person claiming the protection.

Anyone setting up a protected series should treat the ledger as part of the structure rather than as administration that follows it — separate books from the first dollar, every acquisition documented as to date, source and consideration, and nothing held in the wrong name. That discipline is not onerous if it starts on day one. Reconstructed years later, under the eye of a creditor who has already obtained a judgment, it is close to impossible.

This note is general commentary on newly effective Florida legislation and is not legal advice for any particular person or matter. Whether a protected series LLC is suitable for a given family or business, how it interacts with existing structures, and how it would be treated in bankruptcy or in another jurisdiction all turn on specific facts and should be assessed with qualified counsel.