Protected and Registered Series LLC Formation Requirements in Florida

Short answer A Florida LLC may establish a protected series through the default unanimous member vote or consent and a company-signed designation filed with the Department of State; the operating agreement may vary the approval manner. The series exists when that filing takes effect. Its name must start with the parent LLC’s name and include “protected series” or “P.S.” or “PS.” Asset-association records matter because the statute permits claims against non-associated assets under stated conditions.

State

Florida

Statute checked

September 27, 2026

Sources

12 statutes

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At a glance

Governing act and covered entity	Fla. Stat. §§ 605.2101–.2802; an ordinary domestic LLC and each filed protected series, treated as distinct persons under § 605.2103.
Domestic series route	Filed protected-series designation route under § 605.2201; the cited domestic provisions establish this protected-series type.
Parent LLC authorization and notice	Company operating agreement governs series internal affairs (§ 605.2106); public series designation states parent and series names (§ 605.2201(2)).
Who creates a series and when	Default affirmative vote or consent of all members; operating agreement may vary approval manner; company-signed designation establishes series when effective (§§ 605.2107(1)(i), .2201(1)-(3)).
Series-level public filing	Company-signed designation filed with Department states parent and series names plus required information; establishment on filing effectiveness (§ 605.2201(2)-(3)); no specific fee stated there.
Series name	Name begins with full parent LLC name and contains “protected series,” “P.S.,” or “PS”; also follows general LLC naming rule (§ 605.2202).
Records and associated assets	§ 605.2301 requires records identifying each asset, acquisition source/time, and interseries consideration; permitted organization by list, category, type, quantity, formula, or other reasonable method.
Statutory asset segregation	Parent and series obligations ordinarily belong to their own person (§ 605.2401); § 605.2404 allows stated enforcement against a non-associated asset, with asset-association proof on the asserting party.
Changes and termination	Designation changes need company-signed statement (§ 605.2201(4)-(5)); dissolution triggers in § 605.2501; optional articles of dissolution and post-winding-up designation cancellation under § 605.2502.
Outside scope and effect limits	§ 605.2402 preserves claim-disregard principles and distinguishes failure of formalities; actual creditor recovery and external-law outcomes require separate analysis.

Requirements one by one

Approval and designation

Fla. Stat. § 605.2201(1) sets the default at an affirmative vote or consent of all LLC members. § 605.2107(1)(i) permits the operating agreement to vary how the company approves establishment. The company then signs and delivers a protected-series designation to the Department of State, stating the parent LLC and series names and any other filing information the department requires. The series is established when the designation takes effect under § 605.0207, as § 605.2201(3) states. The operating agreement governs internal series affairs under § 605.2106, subject to statutory limits.

Name and associated assets

§ 605.2202 requires the series name to begin with the parent's name, including its required LLC term, and to contain “protected series,” “P.S.,” or “PS.” Under § 605.2301(2), an asset is associated with a protected series only if the series maintains records sufficient to identify and distinguish the asset, show when and from whom it was acquired, and show consideration for a transfer from the parent or another series. Subsection (4) allows reasonable lists, categories, quantities, and formulas; the records need the statutory information, not one mandatory bookkeeping format.

Statutory separation and non-associated assets

§ 605.2401(2) says a debt of the parent belongs to the parent and a debt of a protected series belongs to that series, subject to § 605.2404. Under § 605.2404(2), a judgment against one may reach a non-associated asset held by another at the stated incurrence or enforcement date; subsection (4) places the asset-association burden on the party asserting it. § 605.2402 keeps claims to disregard the statutory limitation subject to the specified law-and-equity principles. Formation and filing alone therefore do not decide an actual creditor dispute.

Changes and ending a series

A designation change requires a company-signed statement identifying the parent and series, the changes, and the required approval (§ 605.2201(4)-(5)). § 605.2501 lists dissolution events, including parent dissolution, an operating-agreement event, unanimous associated-member approval, and specified court or administrative action. After dissolution, § 605.2502 permits optional articles of protected-series dissolution; once winding up is complete, the parent may file a statement of designation cancellation identifying the termination.

What trips people up

The public designation creates the Florida protected series, while the separate § 605.2301 asset records determine whether a particular asset is associated. § 605.2202(3) also requires a designation change for each protected series if the parent LLC changes its name. A dissolved series still must wind up before the optional cancellation record under § 605.2502(3).

Common questions

Can a manager establish a protected series alone?

The default in § 605.2201(1) is all-member vote or consent. § 605.2107(1)(i) permits the operating agreement to vary the approval manner, so read that agreement before assuming the default controls.

Does each protected series need a state filing?

Yes. Section 605.2201(2)-(3) requires a protected-series designation and makes its effective time the establishment point.

Is a separate bank account the statutory asset test?

Section 605.2301(2) specifies information the asset records must show. Subsection (4) permits several reasonable record organizations; it does not name a bank account as the test.

Statutes and sources

Fla. Stat. §§ 605.2103, .2106-.2107, .2201-.2202, .2301, .2401-.2402, .2404, and .2501-.2502, current official Chapter 605, accessed September 27, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

Fla. Stat. § 605.0207 · accessed 2026-09-27

Fla. Stat. § 605.2103 · accessed 2026-09-27

Fla. Stat. § 605.2106 · accessed 2026-09-27

Fla. Stat. § 605.2107 · accessed 2026-09-27

Fla. Stat. § 605.2201 · accessed 2026-09-27

Fla. Stat. § 605.2202 · accessed 2026-09-27

Fla. Stat. § 605.2301 · accessed 2026-09-27

Fla. Stat. § 605.2401 · accessed 2026-09-27

Fla. Stat. § 605.2402 · accessed 2026-09-27

Fla. Stat. § 605.2404 · accessed 2026-09-27

Fla. Stat. § 605.2501 · accessed 2026-09-27

Fla. Stat. § 605.2502 · accessed 2026-09-27

This page gives general legal information about an ordinary domestic LLC's statutory route to establish a protected, registered, or designated series. It is not legal, tax, or financial advice. Governing documents, public filings, asset records, contracts, and the current statute determine which rules apply. The table does not determine whether a series is valid or its assets are protected in a particular dispute. Foreign-state, bankruptcy, tax, regulated-entity, and creditor rules may differ. Confirm current official law and obtain licensed advice for a specific structure or dispute.

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