Florida's Protected Series LLC Law: 8 Points for Palm Beach County Investors

Investor Guide · Florida Business Law · Palm Beach County, FL

By Jean Taveras, Broker-Owner, Atlis Property Management · Updated October 2026

Earlier coverage of this law, including an earlier version of this page, quoted per-series filing fees and savings tables. We have rewritten it to say only what the statute and the Division of Corporations actually show as of October 7, 2026. The law is in the statutes, and its text is clear on several points that matter to a Palm Beach County rental owner: how a series is created, what records it must keep, and when a creditor can reach its assets.

This guide covers eight points, quoting the sections themselves. It is general information, not legal or tax advice. Entity decisions belong with a Florida attorney and a CPA who know your properties, your loans, and your insurance. For how investors find small multifamily buildings in the first place, see our guide to finding off-market multifamily deals.

1. What Chapter 2025-162 Created, and When

The session law, Chapter 2025-162, Laws of Florida, began as Committee Substitute for Senate Bill 316 and was approved by the Governor on June 20, 2025. It created a run of new sections in Chapter 605, listed in the Chapter 605 contents from 605.2101 through 605.2802. Section 605.2101 says they may be cited as the Uniform Protected Series Provisions.

Section 605.2802 sets the timing: beginning July 1, 2026, the chapter governs domestic and foreign protected series limited liability companies, and a domestic LLC formed before July 1, 2026, may not create or designate a protected series before that date. In other words, the law is now in effect, and it has been for only a few months. There is very little history of how courts will apply it.

2. What a Protected Series Is Under the Statute

Section 605.2103 says a protected series is a person distinct from the series LLC, from every other protected series of that company, from the company's members, and from transferees. Section 605.2104 gives a series the capacity to sue and be sued in its own name and, with exceptions, the same powers and purposes as the company.

The same section lists three things a protected series may not do: be a member of the series LLC, establish a protected series of its own, or have a purpose or power that Florida law otherwise prohibits an LLC from having. So the structure is one level deep: a parent LLC with series beneath it, not series within series.

3. How a Series Is Established, Named, and Reported

The annual report point is easy to miss. Under section 605.2206, failing to list a series prevents issuance of a certificate of status for that series, though the statute says it does not otherwise affect the series. Lenders and title companies often ask for a certificate of status, so a missed line on the report can become a closing delay.

4. The Records Rule: What Makes an Asset an Associated Asset

This is the heart of the law for a rental owner. Under section 605.2301(2)(a), an asset of a protected series is an associated asset only if the series creates and maintains records that state its name and describe the asset with enough specificity for a disinterested, reasonable individual to identify it, tell it apart from the assets of the company and every other series, determine when and from whom it was acquired, and, if it came from the company or another series, determine the consideration, the payor, and the payee.

Real property gets its own rule. Section 605.2301(2)(b) provides that a recorded deed or other instrument granting an interest in real property to or from a protected series, in favor of a person who gives value without knowledge of a lack of authority, is conclusive of the signer's authority and constitutes a record that the interest is an associated asset or liability of that series. In Palm Beach County, the Property Appraiser shows the owner of record for every parcel, which is a quick way to confirm how a home is actually titled.

5. What the Liability Shield Says, and What Can Reach Through It

Section 605.2401(2) says, subject to section 605.2404, that a debt of the series LLC is solely the company's and a debt of a protected series is solely the series' own. A series is not liable for the company's debts or another series' debts solely because it is a series of that company.

Two sections set the limits. Section 605.2404 lets a judgment against the company or one series be enforced against an asset of another series, or of the company, that was a non-associated asset on the date the liability was incurred or on the date process was served, and it puts the burden of proof on the party claiming an asset is associated. Section 605.2402(2) says a failure to observe formalities is not a ground to disregard the limits in 605.2401(1) but may be a ground to disregard those in 605.2401(2). Read together, the records are what the protection rests on.

6. Filing Costs: What the Division Publishes

The Division of Corporations LLC fee page, checked October 7, 2026, lists $125 in total to form a new Florida LLC and $138.75 for the annual report, rising to $538.75 if received after May 1, and $5 for a certificate of status. That page does not list a separate fee for a protected series designation. Section 605.0213 sets $25 for filing any other limited liability company document. Ask the Division which fee applies before you file.

State fees are rarely the deciding cost. The larger costs are the attorney's time to draft the operating agreement and designations, the title work to move a home, and the bookkeeping to keep each series' records. Do not choose a structure because one filing is cheaper than another. For how entity choices interact with your tax return, see our guides to landlord tax deductions and property taxes for landlords, and ask your CPA.

7. What It Means for a Palm Beach County Rental, Day to Day

If an attorney sets up a series structure for you, the day-to-day work is about keeping each home's records with the right series. Here is a hypothetical two-home example, using citywide median asking rents as of October 7, 2026, from PBP Real Estate's West Palm Beach and Jupiter rental pages.

The deposit line matters under section 83.49, which governs deposits and advance rent and, under subsection (7), requires deposits to transfer with an accounting when title moves from one owner to another. If a home moves into a series, the deposits and the lease should move cleanly with it. Our security deposit guide covers the deposit rules, and our guide to inadequate lease agreements covers why the landlord named in the lease must be right.

Common Mistakes Investors Make With Protected Series

• Relying on old fee tables. Check the Division's current fee page and ask which fee applies.
• Filing the designation and stopping there. Section 605.2301 records are what make an asset associated.
• Leaving the deed in the old name. A home that was never conveyed to the series is not titled in the series.
• One ledger for everything. Mixed records make it harder to show which asset belongs to which series.
• Forgetting the annual report. Section 605.2206 requires each series to be listed.
• Ignoring the lender and the insurer. A title transfer can raise loan and coverage questions the statute does not answer.
• Assuming tax treatment. The statute is a business-entity law; ask a CPA about taxes.

For portfolio-level planning, see our guides to building a diversified rental portfolio and remote investing in West Palm Beach.

8. Where Atlis Fits as Your Property Manager

Whatever entity holds title, someone has to lease, collect, maintain, and keep the books for each home. Our accounting page and our residential property management page describe that side of the work. The pricing page lists 7–9% of collected rent per unit for homes, condos, and 1–4 unit properties, with a $200 monthly minimum; leasing and renewal fees are billed separately.

Frequently Asked Questions

If you are restructuring how your Palm Beach County rentals are held, we are glad to talk through how the leases, deposits, and books should line up with whatever structure your attorney recommends.