Florida’s New Series LLCs Act Leaves Unanswered Question of Diversity Citizenship

by Sofia Manzo

Florida’s Uniform Protected Series Provisions—codified at sections 605.2101 through 605.2802 of the Florida Revised Limited Liability Company Act—officially took effect on July 1, 2026, giving Florida LLCs, for the first time, the ability to establish “protected series” beneath a single master company.

Florida has had a modern LLC statute for years, but it long trailed Delaware on this one point of flexibility: the series LLC. This structure allows a single, master LLC to hold any number of protected series, allowing each series to hold its own assets, take on its own liabilities, enter contracts, and have its own “associated members” (which can only be made up of members of the parent LLC) and managers. See generally §§ 605.2103, 605.2201, 605.2302, 605.2304, Fla. Stat. (2026). Beneficial owners can now preserve much of the liability protection and other benefits of separate entities without having to create separate legal entities and pay all the separate filing fees. Id.

With this change, Florida also inherits unsolved problems surrounding series LLCs and, most importantly for litigators, the citizenship of series LLCs.
Federal diversity jurisdiction under 28 U.S.C. § 1332 requires complete diversity plus more than $75,000 in controversy. For a corporation, citizenship is easy: its state of incorporation and its principal place of business.

An LLC’s method of determining citizenship is much more complicated because an LLC takes the citizenship of all its members. See Rolling Greens MHP, L.P. v. Comcast SCH Holdings L.L.C., 374 F.3d 1020, 1021–22 (11th Cir. 2004). The citizenship of an LLC is further complicated when an LLC’s members are LLCs or other unincorporated entities, which then requires that “the citizenship of unincorporated associations, be traced through however many layers of partners or members there may be.” Orchid Quay, LLC v. Suncor Bristol Bay, LLC, 178 F. Supp. 3d 1300, 1304 (S.D. Fla. 2016) (quotation omitted). This is why “citizenship of LLCs often end up looking like a factor tree that exponentially expands every time a member turns out to be another LLC” and “[t]he simplest misstep has the potential to derail years of litigation.” Purchasing Power, LLC v. Bluestem Brands, Inc., 851 F.3d 1218, 1220 (11th Cir. 2017); see also J.C. Penney Corp., Inc. v. Oxford Mall, LLC, 100 F.4th 1340, 1344 (11th Cir. 2024) (affirming sanctions against an LLC that withheld known citizenship information destroying diversity jurisdiction until after extensive litigation and several unfavorable rulings).

When litigators examine Florida series LLCs, we must ask whether each protected series is its own entity for citizenship purposes or whether the series LLC’s citizenship governs the entire structure.

The structure and purpose of the protected-series framework suggest that each series should be treated as a distinct unit for purposes of determining citizenship. But whether federal courts will embrace that functional approach when determining citizenship for purposes of diversity jurisdiction remains unsettled. The closest guidance comes from litigation involving Nevada’s analogous series LLC statute.

For example, in Federal Housing Finance Agency v. Saticoy Bay, LLC, the Ninth Circuit was asked to decide whether a Nevada series LLC had to be sued in its own name or whether naming the master LLC alone was sufficient. Finding no controlling Nevada precedent, the court certified the question to the Nevada Supreme Court. 28 F.4th 115, 116–18 (9th Cir. 2022). The Nevada Supreme Court then held that a series LLC must be sued in its own name because it is legally distinct from the master LLC for purposes of litigation. Fed. Housing Fin. Agency v. Saticoy Bay LLC, 531 P.3d 1232, 1233, 1235–38 (Nev. 2023). The court emphasized that a series LLC may have different members, different voting rights, and liabilities that are not enforceable against the master LLC, making separate treatment the more logical result.

Even though Saticoy Bay did not address diversity jurisdiction, its reasoning arguably supports treating an individual series, rather than the master LLC, as the relevant entity whose citizenship should be examined under 28 U.S.C. § 1332. At the same time, the Eleventh Circuit has not addressed that question, leaving considerable uncertainty for litigants invoking federal jurisdiction.

For the time being, litigators should therefore be prepared to address both possibilities. Practitioners should trace the citizenship of the members of the series LLC and the associated members of the protected series that could affect the diversity analysis. And because membership information is often unavailable from public records, counsel should seek citizenship disclosures early in litigation and be prepared to pursue jurisdictional discovery.

Also published: Florida’s New Series LLCs Act Leaves Unanswered Question of Diversity Citizenship | Law.com