A Series LLC is a structure under which a single LLC can create any number of subsidiary series that may have different members, managers, rights and obligations, as well as investment objectives and purposes. These series, if properly maintained, enjoy liability shields from the other series, despite all being part of the same “master” organization. As with subsidiaries of a corporation, the series can segregate risk without the administrative hassle and costs associated with creating and maintaining new entities.
In 1996, true to its mission of being a leader in corporate law, Delaware was the first state in our nation to permit the formation of Series limited liability companies (LLCs). Since then, approximately eighteen other states and governmental bodies have passed similar statutes authorizing the formation or organization of Series LLCs. Illinois signed on in 2005. Notably, three major states, including New York, California and Florida, are among those that do not yet permit the domestic formation of Series LLC’s. (California does, however, permit foreign Series LLCs to register to do business in the state.)
Despite being part of the corporate landscape for three decades, there are some practitioners who continue
to express hesitancy or reluctance to adopt the use of Series LLCs. Their reticence has generally been based on two primary concerns: (a) there is still a limited amount of caselaw adjudicating issues involving matters of tax law and separation of liability; and (b) states that have not adopted Series LLCs may not recognize a foreign Series LLC, thus complicating any efforts to conduct interstate business in those non-adopter states.
But the landscape looks to be shifting. Thankfully, Florida has finally recognized the clear precedent established over the last thirty years and has passed into law, effective as of July 1, 2026, the Uniform Protected Series Provisions of the Florida Revised Uniform Limited Liability Company Act.
This is good news for real estate investors who have formed a Series LLC here in Illinois or in other early adopter states, and who have invested or are interested in investing in the Florida real estate market. These investments can now be maintained under a single umbrella entity rather than having to form different entities in each of those states.
At Erwin Law, we believe that the benefits of Series LLCs significantly outweigh the risks, and we have worked with many clients to structure and maintain Series LLCs in Illinois, as well as in states including Delaware and Wyoming. If you are interested in learning more about how a Series LLC might be beneficial for your holdings, we invite you to call us at (773) 525-0153 or email Jim Erwin at jerwin@erwinlawfirm.com.
