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By Attorney Yoel Molina, Law Office of Yoel Molina, P.A.

Florida Series LLCs: A Practical, No-Nonsense Guide for Founders, Investors, and Real Estate Owners

What Is a Series LLC (in plain English)?

• Segregated assets and liabilities. Each series tracks its own assets, contracts, debts, and obligations.
• Separate books and records. Clean, series-by-series accounting is mandatory to preserve the liability shield.
• Series-specific ownership and management. You can vary members and managers from one series to the next.
• Unified brand; clear differentiation. Names and signatures should tie each series to the parent while clearly identifying the specific series involved.

Who benefits most?

• Real estate portfolios. Hold each condo, single-family rental, or commercial building in its own series. A tenant dispute in Series A shouldn’t touch the cash flow in Series B.
• Franchise or multi-location businesses. Put each restaurant, store, or territory in a separate series to prevent “contagion” risk across sites.
• E-commerce and multi-brand companies. Keep distinct product lines or brands in separate series to isolate vendor, product liability, or IP issues.
• Project-by-project investors. Invite different investors into different deals without forming a new standalone LLC every time.
• Developers and contractors. Land banking in one series, a joint venture in a second, and operations in a third—organized and contained.
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Series LLC vs. multiple standalone LLCs

• Fewer formations to manage at the top level
• Potentially lower administrative friction over time
• Centralized governance with per-series customization

• You want maximum separation that counterparties instinctively recognize
• Your lenders, insurers, or partners insist on standalone entities
• Your team isn’t prepared to maintain disciplined, series-level books, contracts, and banking (sloppiness defeats the whole purpose)
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The formalities that make (or break) the shield

• Books & records
  • Maintain series-specific general ledgers.
  • Keep a living “associated assets” schedule for each series (properties, bank accounts, receivables, IP, contracts).
• Banking
  • Open separate bank accounts per series.
  • No commingling. If services are shared, use intercompany invoices and document the allocations.
• Contracts & signatures
  • Paper every agreement in the exact legal name of the correct series.
  • Use signature blocks like: [Parent LLC Name] – [Series Name], a Florida protected series, by [Authorized Signer, Title].
• Insurance
  • Confirm the named insured and endorsements match the specific series that owns or operates the asset.
  • Verify landlord and lender requirements at the series level.
• Naming conventions
  • Use a name that clearly connects each series to the parent and signals its protected-series status.
  • Keep names consistent across deeds, leases, invoices, bank accounts, and insurance.
• Annual and ongoing compliance
  • Track which series are active, dissolved, or merged.
  • Calendar reporting obligations and update records when assets move between series.
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Practical playbooks by use case

Real estate: “one roof, one series”

• Deed title, lease, management agreement, insurance, and bank account should all reflect the same series name.
• For property management across multiple series, put a services agreement in place with clear fee allocations.

Multi-location operations

• Keep operational contracts (vendor, equipment lease, local licenses) and payroll allocations per location/series.
• Centralize corporate-level HR policies at the parent LLC, but reflect employment relationships correctly at the series that actually employs.

Multi-brand or product lines

• Assign trademarks, domains, and brand assets to the series that uses them.
• If brands share a warehouse or 3PL, memorialize cost-sharing and inventory ownership by series to keep auditors and insurers happy.

Deal-by-deal investing

• Track cap tables and waterfalls by series.
• Use deal-specific buy-sell, co-sale, and transfer restrictions in each series schedule of the operating agreement.

A clean setup: step-by-step

• Map your structure.
  • List assets, projects, and locations you expect to hold over the next 12–24 months.
  • Group by risk profile and exit strategy (e.g., hold, develop, flip, license, spin-off).
• Draft or upgrade the operating agreement.
  • Authorize the creation of protected series, define voting thresholds, and delegate filing authority.
  • Add series schedules for members, managers, capital, distributions, and transfer restrictions.
  • Bake in policies for shared services, intercompany cross-charges, and conflict management.
• File series designations and establish names.
  • Prepare compliant names that clearly connect each series to the parent.
  • Confirm registered agent coverage for the parent and series.
• Stand up banking and accounting.
  • Open one bank account per series (plus a parent-level operating account, if needed).
  • Implement clean class/department tracking in your accounting software mapped to each series.
• Paper the business.
  • Retitle assets into the proper series.
  • Re-paper contracts (leases, vendor agreements, licenses, financing) in the correct series names.
  • Update insurance to reflect the series that owns or operates each asset.
• Operationalize the discipline.
  • Monthly close per series; quarterly compliance check; annual review of active vs. dissolved series.
  • Train your team and bookkeeper on how to sign, invoice, and code everything by series.
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Taxes: what to know (high level)

• For federal tax purposes, each series may be treated as a separate entity depending on ownership and elections.
• Your options (disregarded entity, partnership, or corporation) depend on who owns each series and whether you file elections.
• If you hold real estate, consider FIRPTA, depreciation strategy, and state/county property tax dynamics.
• The safest approach: coordinate early with a CPA who understands series structures so your books, returns, and elections align.

Lender, investor, and counterparty expectations

• Some lenders and insurers are fully comfortable with series structures; others may insist on a standalone borrower or named insured.
• If a counterparty is unfamiliar with Series LLCs, provide a one-page explainer and your naming/signature protocol up front.
• Be prepared to use a traditional LLC for certain transactions if that materially reduces friction or cost.
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Common mistakes (and how to avoid them)

• Commingling funds. Fix with distinct accounts and strict coding rules.
• Wrong names on contracts and policies. Use templates with pre-filled legal names and signature blocks.
• Missing or sloppy asset schedules. Keep a current list of associated assets per series—properties, IP, cash accounts, contracts, and receivables.
• Forgetting compliance steps. Put compliance on a shared calendar with reminders for reports, renewals, and series changes.
• “We’ll clean it up later.” You won’t. Clean it now—especially before financing, insurance renewals, or a sale.
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Quick decision framework: Is a Series LLC right for you?

• Run multiple simultaneous projects or locations
• Want unified governance but isolated risk
• Can commit to disciplined bookkeeping, contracts, and banking per series

• Need the strongest optics of separation for lenders or partners
• Have high-risk operations where belt-and-suspenders separation is worth the extra admin
• Prefer a simpler story for counterparties who are unfamiliar with series structures
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Getting started the smart way

• Clarity first. Sketch your next 5–10 deals or assets and where they should live.
• Paper it right. Build an operating agreement that actually fits your plan—don’t work off a generic template.
• Train the team. Anyone who signs contracts or touches money must understand the series system.
• Measure twice, file once. Align banking, accounting, insurance, and contracts before your first acquisition in a new series.
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For legal help structuring, launching, or optimizing a Florida Series LLC for your company, real estate portfolio, or investments, contact Attorney Yoel Molina at admin@molawoffice.com, call (305) 548-5020 (Option 1), or message via WhatsApp at (305) 349-3637.