Florida Series LLCs Are Live. Do Not Move Your Buildings Yet.
Updated: Aug 25
Florida's protected series law took effect July 1, 2026, and any active Florida LLC can now file a Designation of Protected Series with the Division of Corporations for $25 per series. Governor DeSantis signed SB 316 on June 20, 2025, with a full year of delay built in so the state could stand up the filing system behind it. The Florida series LLC is real, it is cheap to create, and on the buildings Brevard owners already hold it is the wrong move right now.
What a Florida Series LLC Is
One parent LLC, with internal compartments underneath it. Each protected series can hold its own assets and liabilities, and can have its own members and managers. The state does not treat a series as a separate company. Per the Division of Corporations, a protected series gets no document number, no record page on Sunbiz, and files no annual report of its own. The parent files one annual report and that covers the structure.
Naming is prescribed. The series name has to open with the parent LLC's exact name, then a dash, then an identifier such as PS, P.S., or Protected Series. After that comes a second part that distinguishes it from every other series under that parent. You cannot slip another entity designation into it, and filing is online only.
Six Brevard buildings in six separate LLCs cost $138.75 each in annual reports, so $832.50 every year, plus $125 apiece to form. Six protected series under one parent cost $25 each, once, and the parent's single $138.75 annual report covers all of them. You keep $693.75 a year. Hold onto that figure, because every other number in this decision is larger than it.
Why It Matters for Brevard CRE
Multi-property owners in this county already run one LLC per building, and they do it to keep a slip and fall at the strip center away from the equity in the warehouse. A protected series claims to do that same job for less money. Seven weeks into the new law, owners are asking about it.
The shield is not automatic. Section 605.2301 requires records tying each asset to a specific series, with enough specificity to tell it apart from the parent's assets and from every other series. Those records have to show when the asset was acquired, from whom, and for what consideration. Miss that and a creditor argues ordinary veil piercing, the same argument that has always worked against sloppy single-purpose entities.
Florida wrote real estate a cleaner path than most asset classes. The Legislature added non-uniform language to 605.2301, so a properly recorded deed granting an interest to a series both establishes the signer's authority and serves as the record associating that asset with that series. For a building, the deed does most of the work. That is the strongest argument anyone can make for the structure.
Recording that deed is also what you pay for. Florida taxes deeds at 70 cents per $100 of consideration, and on encumbered property the outstanding mortgage counts as consideration even when no money changes hands and the same people own both sides. Move a building with $2,000,000 still owed on it and you write the state a $14,000 check for documentary stamp tax.
Your lender gets a say in that deed too. Any transfer out of the borrowing entity trips the transfer covenant, which puts you in front of a credit officer who has not underwritten a protected series yet. Title underwriters are expected to ask for extra documentation on series-held property, and in some closings the parent LLC has to sign as well. You can work through all of it. Work through it before you record anything.
RCRE Take
Split the decision by whether you already own the asset. On a building you own today with a loan on it, the answer right now is no. The documentary stamp tax is certain, the lender consent is a negotiation, the title work is unfamiliar, and no Florida court has ruled on whether the shield between series holds. You would pay a known cost for an unproven protection to save $138.75 a year per entity, and I would tell you to leave the deed alone.
On the next acquisition it is a live question, because the deed goes to the series at closing and there is no second transfer to tax. Ask the lender during the LOI period rather than after the loan application is in. Find out what the structure does to your pricing, not only whether they permit it. A lender who agrees and then adds basis points or a personal guarantee has charged you more than the $25 filing ever saved.
A protected series exists only while its parent does. Miss one annual report, let the parent go administratively dissolved, and everything underneath it is exposed at the same moment. Six separate LLCs fail one at a time, which is worth $693.75 a year to me. Two things would change my read: a Florida appellate decision enforcing the shield between series, and title underwriters issuing series endorsements without a special exception.
Submarket Context
Owners holding four to ten smaller Brevard assets feel this hardest. Small-bay industrial condos, a neighborhood strip center, a flex building and the land beside it. On those, the per-entity fee is the largest share of the operating budget, and the buyer pool has the least patience for an unfamiliar entity at closing. If a building is likely to trade inside the next 36 months, keep it in a plain single-purpose LLC. The buyer's attorney does not want to be first in the county to close around a protected series.
Entity structure also collides with exchange planning. The same-taxpayer requirement in a 1031 exchange cares about who the taxpayer is on both ends, and that does not get simpler when the replacement property lands inside a compartment of a larger company. Settle the entity before the identification period, not during it. If you want to see what is trading in Brevard while you work through it, start with our current investment listings.
If you own more than one commercial building here and your attorney has raised protected series, get the lender and the title agent into that conversation before anyone drafts a deed. If you are buying the next one, the entity question belongs in the LOI period, not three days before closing. Call 321-300-4773 or email cassandra@reachcommercialre.com to run it. Reach Commercial Real Estate, 909 E New Haven Ave, Suite 300, Melbourne. More at SpaceCoastCRE.com.
Frequently Asked Questions
What does it cost to set up a protected series in Florida?
$25 per protected series, filed online with the Division of Corporations. The parent LLC still pays the $138.75 annual report and the series files none, which is the entire fee savings against $138.75 per building per year under separate LLCs.
Does a Florida protected series show up on Sunbiz?
No. The Division of Corporations treats a protected series as a legally distinct portion of an LLC rather than a separate entity, so it gets no document number and no record page.
Will moving a Brevard building into a protected series trigger documentary stamp tax?
Recording a deed on Florida real property is taxable at 70 cents per $100 of consideration, and on encumbered property the mortgage balance counts as consideration even between related parties. Price it before anything gets drafted.
Will a lender accept a protected series as the borrower?
Some will and some will not. The law has been effective only since July 1, 2026, so most credit officers have not underwritten one. Raise it during the LOI period and ask what it does to your pricing.
Is the liability shield between series guaranteed?
No. It depends on records identifying each asset to a specific series under section 605.2301, and no Florida court has ruled on when that shield holds or fails.
Sources
Florida Division of Corporations, Florida Series Limited Liability Companies: the July 1, 2026 filing window, the $25 per protected series fee, online-only filing, the naming format, and confirmation that a protected series is not a separate entity and files no annual report. https://dos.fl.gov/sunbiz/forms/limited-liability-company/florida-series-llc/
Florida Division of Corporations fee schedule: $125 to form a Florida LLC and $138.75 for the LLC annual report. https://dos.fl.gov/sunbiz/forms/fees/llc-fees/
Shumaker, Loop & Kendrick client alert: SB 316 signed June 20, 2025, with a July 1, 2026 effective date. https://www.shumaker.com/insight/client-alert-governor-desantis-signs-sb-316-2025-allowing-formation-of-florida-series-llcs-starting-july-1-2026/
The Florida Bar Journal, Florida's New Protected Series LLC Law Part I: the 605.2301 recordkeeping standard and the non-uniform recorded-deed provisions covering real property. https://www.floridabar.org/the-florida-bar-journal/floridas-new-protected-series-llc-law-part-i/
Florida Department of Revenue, Documentary Stamp Tax: 70 cents per $100 of consideration on deeds, with an outstanding mortgage counted as consideration. https://floridarevenue.com/taxes/taxesfees/Pages/doc_stamp.aspx
Holland & Knight: summary of the protected series provisions added to Chapter 605. https://www.hklaw.com/en/insights/publications/2025/06/florida-passes-new-protected-series-llc-legislation
Written by Cassandra Hartford, founder and CEO of Reach Commercial Real Estate. She has worked in Brevard County commercial real estate for 18 years, representing buyers, sellers, landlords, and tenants across Florida's Space Coast.
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