Florida Senate Bill 316: the state’s new Series LLC law

Florida

Florida is joining a growing group of states modernizing how businesses structure risk and growth. With the passage of Senate Bill 316 (SB 316), the state is introducing “Protected Series LLCs” into its legal framework. This change gives businesses a new way to organize operations, separate liabilities, and manage multiple assets under a single entity. 

While the concept of a Series LLC is not new (Delaware has allowed it since the mid-1990s), its arrival in Florida marks a meaningful shift for companies operating in or expanding into the state. 

Where SB 316 stands today 

Florida SB 316 has completed the legislative process and is now law. 

  • Passed by both the Florida Senate and House in April 2025 

  • Signed into law by Governor Ron DeSantis on June 20, 2025 

  • Codified within the Florida Revised Limited Liability Company Act (Sections 605.2101 through 605.2802) 

  • Effective date: July 1, 2026 

The delayed effective date gives the Florida Department of State time to implement new filing systems and processes for both domestic and foreign Series LLCs. 

What does FL SB 316 actually do? 

At its core, SB 316 allows a single “parent” LLC to establish multiple “protected series” within it. Each of these series operates like a separate silo for legal and financial purposes. 

Under the new law: 

  • Each series can hold its own assets 

  • Each series can enter contracts and conduct business independently 

  • Each series can assume its own liabilities 

  • Debts of one series generally cannot be enforced against another series or the parent LLC 

This concept is known as liability segregation. Instead of forming multiple standalone LLCs, a business can create internal divisions within one entity, while still maintaining separation between them. Florida’s approach aligns with the Uniform Protected Series Act, introducing both “vertical” liability protection (between owners and the LLC) and “horizontal” protection (between individual series). 

Why this matters now 

Until now, Florida did not allow Series LLCs. That put it at a disadvantage compared to states like Delaware, Texas, and Illinois, where this structure has been available for years. With SB 316, Florida is positioning itself as a more flexible and competitive jurisdiction for business formation. 

For companies already using Series LLCs in other states, the law also provides recognition for “foreign” Series LLCs operating in Florida, creating more consistency across jurisdictions. 

Who does FL SB 316 affect? 

This legislation is especially relevant for organizations managing multiple assets, business lines, or investments under one umbrella. 

Common use cases include: 

  • Real estate investors managing multiple properties 

  • Private equity and investment firms separating portfolios or deals 

  • Franchise operators running multiple locations 

  • Entrepreneurs with distinct business ventures 

  • Companies expanding into Florida with existing series structures 

For these groups, SB 316 introduces a new option for structuring operations without needing to form a separate LLC for every asset or activity. 

What SB 316 means in practice 

The primary benefit is flexibility with built-in risk separation. 

Instead of these common scenarios: 

  • One LLC holding all assets (higher risk exposure), or 

  • Multiple LLCs (higher administrative burden) 

Businesses now have a third option: one LLC with multiple protected series, each isolated from the others 

This can reduce: 

  • Filing and administrative costs 

  • Complexity in entity management 

  • Overhead associated with maintaining multiple legal entities 

At the same time, it strengthens risk management by ensuring that a legal issue in one series does not automatically impact others. 

This business structure comes with important responsibilities. The liability protection depends on maintaining strict separation between series. For example, businesses must: 

  • Keep separate financial records for each series 

  • Clearly identify assets and liabilities by series 

  • Follow filing requirements (such as “protected series designation”) 

Failure to do so could expose the entire structure to risk and undermine the liability shield. 

How to prepare for FL SB 316 ahead of July 1, 2026 

Although the law is already enacted, businesses cannot begin forming protected series in Florida until the July 2026 effective date. 

That makes now the right time for planning. 

Here are a few practical steps to consider: 

1. Evaluate your current entity structure 

If you operate multiple LLCs today, assess whether a Series LLC could simplify your structure and reduce administrative overhead. 

2. Identify where liability separation matters most 

Look at which assets or business lines carry the highest risk. These are likely candidates for separate series. 

3. Review out-of-state operations 

If you already operate a Series LLC in another state, consider how Florida’s recognition rules may impact registration and compliance. 

4. Prepare for operational discipline 

A Series LLC is only as strong as its recordkeeping. Establish processes now for: 

  • Separate accounting 

  • Asset tracking 

  • Internal governance 

5. Monitor regulatory guidance 

As the effective date approaches, expect additional guidance from the Florida Department of State on filings, forms, and naming requirements. 

A structural shift businesses should not ignore 

SB 316 is more than just a technical update. It introduces a new way of thinking about entity management in Florida. For the right businesses, a Series LLC can offer a cleaner, more efficient approach to scaling operations while maintaining strong liability protection. But it also requires careful planning and ongoing compliance to work as intended. 

How Computershare Entity Solutions can help 

Understanding how SB 316 applies to your organization, and whether a Series LLC structure makes sense, requires more than a surface-level review. 

Computershare Entity Solutions can help you: 

  • Assess your current entity structure 

  • Prepare for Florida’s new Series LLC requirements 

  • Establish compliant processes for managing multiple series 

  • Stay aligned with evolving state regulations 

If your business may be affected by Florida SB 316 or you are considering restructuring ahead of the July 2026 effective date, reach out to our team to start planning with confidence. 

 

Disclaimer: This notice is provided by Computershare for general informational purposes only and is not intended and should not be construed as legal, regulatory, financial or tax advice. Computershare is not licensed or authorized to practice law in any jurisdictions and hence does not provide any legal advice and it does not hold itself out as doing so. Neither Computershare nor any of its affiliates or contributors accept any responsibility or liability for the quality, accuracy or completeness of any information contained in this notice. It is important that you seek independent professional advice relating to the subject matter of this notice before relying on it.

Pat Cichocki