Florida Series LLC vs Wyoming Series LLC, Honest Side-by-Side for 2026
A Tampa STR investor with five Airbnb units, three of them in Florida and two in Wyoming, asks the question that nobody answers cleanly online: should I form a Florida Series LLC (which became available July 1, 2026) or stack everything inside a Wyoming Series LLC and foreign-qualify into Florida? The five units are worth roughly $1.9 million in combined equity, and a single bad slip-and-fall lawsuit on one porch could put the other four at risk if the structure is wrong.
This is the side-by-side that compares the two regimes statute-by-statute, fee-by-fee, and protection-by-protection in 2026.
What a Series LLC actually is
A Series LLC is a master LLC that creates internal compartments (called "series" or "cells"), each of which can hold separate assets, have separate members, and shield its assets from the liabilities of other series. The legal theory is that each series is treated as a separate entity for liability purposes while staying inside one master filing for administrative simplicity.
The catch: the Series LLC is a state-law creature, and the protection between cells only holds up if (1) the state recognizes the structure, (2) the master LLC and each series are operated as if they were separate entities, and (3) the forum hearing the lawsuit is willing to honor the inter-series shield. Not every state has Series LLC statutes. Of those that do, Wyoming's is among the oldest and most tested. Florida's just turned on.
Florida Series LLC, the new kid on the block
Florida amended the Revised LLC Act to authorize Series LLCs effective July 1, 2026. The governing provisions sit in Fla. Stat. § 605, with the series-specific subsections following Delaware's protected series and registered series model. A Florida Series LLC files articles of organization with Sunbiz at the master level, designates each series in the operating agreement (or in a separate registered series filing), and pays a single $138.75 annual report fee for the master entity (the registered series fee schedule is still being clarified by the Department of State).
The protections, as drafted, mirror the Delaware framework. Each series can hold property, sue and be sued, and contract in its own name. The debts of one series do not reach the assets of another, provided the master and each series are operated separately, hold separate records, and (this is the part most operators miss) maintain separate bank accounts.
What Florida does NOT have yet: a body of Florida case law testing the inter-series shield. Florida courts have not yet ruled on a Series LLC contested liability case under the new statute. Operators who form Florida Series LLCs in 2026 are pioneers in the most literal sense.
Wyoming Series LLC, the seasoned alternative
Wyoming's Series LLC statute lives at W.S. § 17-29-1101 through § 17-29-1108. Wyoming has authorized Series LLCs since 2010 and has built up a body of administrative practice (and a small but growing body of case interpretation) around it. The annual filing fee is $60 for the master entity, with no additional state filing required for individual series unless they are designated as protected or registered series.
Wyoming pairs the Series LLC with two other features that matter:
- Charging order exclusivity for both single-member and multi-member LLCs (W.S. § 17-29-503). Florida loses this for single-member LLCs under Olmstead v. FTC, 44 So. 3d 76 (Fla. 2010). For an investor running each series as a single-member subsidiary, this is a meaningful difference.
- No state income tax. Florida has no individual state income tax either, so this is a wash for Florida residents, but it does matter for non-residents using Wyoming as the parent jurisdiction.
Clint Coons of Anderson Business Advisors has written and spoken extensively on the Wyoming Series LLC architecture, particularly in the holding company context.
"The Series LLC is one tool in a bigger toolkit. It works best when each series has its own bank account, its own books, its own operating documents, and the master LLC sits behind a separate Wyoming holding LLC for outside-in protection." Source: Clint Coons, Anderson Business Advisors. (https://andersonadvisors.com/series-llc/)
The side-by-side
| Factor | Florida Series LLC | Wyoming Series LLC |
|---|---|---|
| Statute | Fla. Stat. § 605 (Series provisions, eff. July 1, 2026) | W.S. § 17-29-1101 et seq. (since 2010) |
| Annual fee, master | $138.75 (annual report) | $60 (annual report) |
| Annual fee, per series | TBD by Department of State | $0 (unless designated as registered series) |
| Charging order, single-member | Single-member exposed under Olmstead, 44 So. 3d 76 | Exclusive remedy for both single-member and multi-member, W.S. § 17-29-503 |
| Case law testing the inter-series shield | None as of mid-2026 | Limited but growing, with administrative practice supporting the structure |
| Foreign qualification needed for Florida-located property | No (it is Florida-domestic) | Yes, Wyoming master must register as a foreign LLC in Florida |
| Privacy of member identity | Member names appear on Sunbiz annual report | Member names not disclosed on Wyoming filings |
| State income tax | None | None |
| Time-tested track record | Brand new, untested | 16 years, multiple administrative interpretations |
Which one fits which investor
Florida Series LLC fits when: all properties are physically located in Florida, the operator is a Florida resident comfortable with Sunbiz public-record disclosures, and the operator is willing to be an early adopter of an untested statute. The cost savings of avoiding foreign qualification (no $138.75 Florida foreign LLC registration on top of Wyoming filings) and the simplicity of a single-state structure are real.
Wyoming Series LLC fits when: properties are in multiple states, the operator wants the Olmstead trapdoor closed for single-member series, the operator values Wyoming's privacy regime, or the operator is building a portfolio that may eventually include states without Series LLC recognition (where Wyoming-based litigation risk planning matters more). The cost of foreign-qualifying the Wyoming master into Florida ($138.75) is meaningful but not prohibitive against the structural benefits.
The hybrid that often wins: a Wyoming Series LLC as the master, with the Florida operating series owning Florida property directly through foreign qualification. This gets Wyoming's outside-in protection, Wyoming's charging order exclusivity, Wyoming's privacy, AND the Florida-domestic operating presence that simplifies bank accounts, payment processing, and Florida-resident management. The ongoing cost is two annual filings ($60 Wyoming + $138.75 Florida foreign qualification) instead of one, but the structural edge is meaningful for portfolios over $1 million in combined equity.
Jonathan Alper, a Florida-licensed asset protection attorney with practice since 1976, has flagged the wait-and-see posture for Florida Series LLCs in his recent commentary, noting that the absence of Florida case law testing the inter-series shield is the single biggest unknown for early adopters.
"Florida's Series LLC statute is well-drafted and follows the Delaware model, but operators should know they are early adopters. The first Florida appellate decision testing inter-series liability segregation is going to be a significant moment for this structure." Source: Jonathan Alper, Alper Law. (https://www.alperlaw.com)
Common mistakes that destroy the inter-series shield
Both Florida and Wyoming require the operator to maintain the structure. Five operational mistakes that collapse the shield in both states:
- One bank account for the whole master LLC. Each series needs its own account. Money flows from a tenant of Series A into the Series A account, not into a commingled master account.
- No separate operating agreement provisions for each series. The master operating agreement should explicitly designate each series, identify its members, and specify the assets and liabilities allocated to it.
- Filing one tax return for the master without separating series income. Each series should be tracked separately for tax purposes, even when filed under the master EIN. Some operators obtain separate EINs per series.
- Inter-series transfers without documentation. Moving cash from Series A to Series B without a formal note, capital contribution, or distribution chain looks like commingling and gives a creditor's lawyer the alter-ego argument.
- Letting a single insurance policy cover all series. A policy in the name of "Master LLC, including Series A, B, C" is fine. A policy that lists only "Master LLC" without series designation creates ambiguity that defense counsel will exploit.
Frequently Asked Questions
Is a Florida Series LLC the same as a Florida Protected Series under Delaware law?
Florida's statute follows the Delaware framework with both protected series (created in the operating agreement) and registered series (filed separately with the Department of State). The naming convention and the basic protection theory are similar, but each state's statute governs its own entities.
Can I move my existing Florida multi-member LLC into a Series LLC structure?
The Florida statute provides for conversion from a standard LLC to a Series LLC, but the operating agreement must be amended to designate the series, allocate assets and liabilities, and follow the new structural requirements. This is a documented restructure, not a paperwork rename.
Does a Wyoming Series LLC need to register as a foreign LLC in Florida if it owns Florida property?
Yes. A Wyoming LLC that holds title to Florida real property, has a Florida bank account, or transacts business in Florida generally must register as a foreign LLC with the Florida Department of State. The annual cost is $138.75 plus the registered agent fee.
Will Florida courts honor the Wyoming Series LLC inter-series shield when a lawsuit is brought in Florida?
This is the open question. Florida courts apply Florida choice-of-law principles, which generally respect the internal affairs doctrine (the law of the state of formation governs the entity's internal structure). The Florida court is likely to apply Wyoming law to the Wyoming Series LLC's internal liability segregation, but no Florida appellate decision has squarely held this. Operators who care about this question should structure the holding company conservatively and consult Florida counsel.
Which state's Series LLC has more case law support?
Wyoming has a longer track record (since 2010) with administrative interpretations and a small body of case discussions. Florida's statute is brand new (effective July 1, 2026), and case law will develop over the next several years. Delaware has the most developed Series LLC case law of any state and is sometimes used as the parent jurisdiction for that reason.
Your next 24 hours
If your Florida properties total under $500K in equity, the simplest path is often a single Florida multi-member LLC, no series structure, with a thoughtful operating agreement. The Series LLC complexity may not earn its keep until equity per protected unit exceeds about $300K.
If you are above that threshold and considering the structural choice, the question to bring to a Florida-licensed asset protection attorney is whether the Wyoming-over-Florida hybrid (Wyoming Series LLC as master, Florida foreign qualification for the operating series) gives you enough additional protection to justify the dual-state filings and dual-state annual reports.
Your Florida Properties Deserve the Right Wrapper
The comparison you just read comes down to one question: which structure fits where your properties actually are? If your rentals and short-term properties are in Florida, a properly formed Florida LLC may be the cleaner starting point rather than registering a Wyoming entity and paying to qualify it as a foreign LLC in your own state. Every month you operate without a formed entity is a month your personal assets sit directly in the line of any tenant or guest dispute. We handle the filing, the registered agent, and your Operating Agreement, so the structure is set up correctly from day one.
Form My Florida LLC TodayIndependent Curator Disclosure: Florida LLC Service is an independent compliance and capital dashboard service. We are not affiliated with, endorsed by, or sponsored by Clint Coons, Anderson Business Advisors, Jonathan Alper, or Alper Law. We have researched and synthesized publicly available content from these practitioners to inform this educational piece. References to named attorneys and firms do not imply any endorsement, sponsorship, or affiliation. Consult licensed counsel in your jurisdiction before acting on any guidance here.
Service, not law firm: Florida LLC Service is a document preparation and registered agent service. We are not a law firm, CPA firm, or financial advisor. The information on this page is educational only and does not create an attorney-client or advisor-client relationship. Florida and Wyoming statutes and case law change. Verify current law with a licensed attorney before acting.