About Foreign Series Limited Liability Companies
The Uniform Protected Series Provisions of chapter 605, Florida Statutes are effective July 1, 2026. These provisions recognize protected series in Florida. Foreign Series LLCs
Introduction
- 1. What is a Foreign Series LLC?
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A foreign series LLC is a Limited Liability Company that is designated as a series LLC in their home jurisdiction. A foreign series LLC is the same as a foreign LLC on Florida records and uses the existing Application for Certificate of Authority.
- 2. What is a Foreign Protected Series?
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A foreign protected series is a business entity identified as a protected series of a series LLC in their home jurisdiction. A foreign protected series is the same as foreign LLC on Florida records.
Establishing a Foreign Series LLC or Foreign Protected Series
- 3. How do I file a Foreign Series LLC?
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A foreign Series LLC must file an Application for Certificate of Authority per s. 605.0903, F.S. The Uniform Protected Series Provisions do not set any additional requirements for a foreign series LLC. The foreign series LLC will be considered a foreign LLC on our records.
- 4. How do I file a Foreign Protected Series?
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A foreign protected series can submit the same Application for Certificate of Authority that any foreign LLC uses per s. 605.0903, F.S. or they can use a new Application for Certificate of Authority to Transact Business as a Foreign Protected Series that includes the additional information required in s. 605.2703 F.S. The foreign protected series will be considered a foreign LLC on our records.
These filings can be submitted via the normal paper filing channels.
- 5. What if my Foreign Protected Series is already authorized to do business in Florida? How does it become recognized as a Foreign Protected Series?
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Any existing foreign LLC can submit an Amendment to Certificate of Authority to be Recognized as a Foreign Protected Series that provides the extra information required by s. 605.2703 F.S.
- 6. Do I have to qualify a Foreign protected series to be a Foreign Series LLC?
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No. You can, if you wish, but there is no requirement to do so. The foreign series LLC and its related foreign protected series are distinct entities on Florida records.
- 7. Do I have to qualify a Foreign Series LLC to be a Foreign Protected Series?
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No. You can, if you wish, but there is no requirement to do so. The foreign series LLC and its related foreign protected series are distinct entities on Florida records. However, a Foreign Protected Series Certificate of Status as defined in s. 605.2205(2) is only available if the foreign series LLC is also qualified in Florida.
- 8. What are the name rules for a Foreign Protected Series?
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A protected series name is really two distinct parts. The first part, the beginning of the name, must match the name of Series LLC in the home jurisdiction.
The second part must:
- Include a protected series identifier, “PS”, “P.S.”, or “Protected Series”
- Be distinguishable from any other name on our records.
- Not include any identifiers associated with other business entities such as “GP”, or “Incorporated”
If the name is not available or does meet the requirements, you must provide an alternate name for use in Florida. Please see the instructions on the appropriate form for more details.
Managing a Foreign Series LLC or Foreign Protected Series
- 9. How do I update the Foreign Protected Series information required by s. 605.2703 F.S.?
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There is a new Amendment to Certificate of Authority for a Foreign Protected Series form for recognized foreign protected series to their foreign protected series information. The existing amendment to Certificate of Authority can also be used to update standard information.
These filings can be submitted via the normal paper filing channels.
- 10. Does a Foreign Series LLC have to File an Annual Report?
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Yes! The Foreign Series LLC is considered a foreign LLC and must file an annual report as usual.
If any of the protected series authorized to do business in Florida have listed the foreign series LLC by document/record number, the series LLC will have the option to list those on their annual report.
- 11. Does a Foreign Protected Series have to File an Annual Report?
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Yes! The Foreign Protected Series LLC is considered a foreign LLC and must file an annual report as usual.
Certificate of Status
- 12. Can I get a Certificate of Status for a Foreign Series LLC Series?
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Yes! The certificate of status for a Foreign Series LLC is available as an add-on to most LLC filings or as a standalone online. It will cost $5.
Please note that the certificate of status will not speak to the fact that the entity is a foreign series LLC.
- 13. Can I get a Certificate of Status for a Foreign Protected Series?
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Yes! The certificate of status for a Foreign Protected Series is available as an add-on to most LLC filings or as a standalone online. It will cost $5.
Please note that the certificate of status will not speak to the fact that the entity is a foreign protected series unless, the foreign series LLC is also authorized to do business in Florida and has listed the foreign protected series on their annual report.
Misc.
- 14. What are the Foreign Protected Series filings?
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Form #
Filing
Submission Method
cr2e221
Mail/Walk-in Only
cr2e222
Amendment to Certificate of Authority to be Recognized as a Foreign Protected Series (PDF)
Mail/Walk-in Only
cr2e223
Amendment to Certificate of Authority for a Foreign Protected Series (PDF)
Mail/Walk-in Only
- 15. How long will my foreign LLC filing will take to process?
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You can find the current processing times for filings on our website at https://dos.fl.gov/sunbiz/document-processing-dates/ It will be broken down by filing type. Look for “New foreign registrations” or “LLC amendments”.
