The Tax Times

Friday, July 31, 2026

Florida PSLLC Explained: Benefits, Risks, and Tax Consideration

Florida’s new protected series LLC law lets an existing Florida LLC create internal protected series that can hold separate assets and liabilities while reducing the need for multiple stand-alone LLCs. The structure became effective July 1, 2026, and the Florida Department of State says filings are made through its protected series system, with a $25 fee per protected series.

Main benefits

The biggest advantage is administrative efficiency: one parent LLC can cover multiple assets or ventures with one filing, one registered agent, and one annual report instead of repeating those costs for each asset. The other major benefit is liability segregation, because debts tied to one protected series are intended to stay within that series rather than spilling over to the others, so long as the statutory requirements are maintained.

Formation requirements

Only an existing, active Florida LLC may designate a protected series, and foreign LLCs must first form or domesticate a Florida LLC to use the structure. Florida’s filing system also requires proper naming and online filing through the state’s series LLC portal.

Each individual protected series under the umbrella can hold its own assets, carry its own liabilities, admit its own members and managers, and conduct business independently of other series and the overarching PSLLC.

Protected series are technically not separate legal entities under Florida law. Yet, each series acts like an individual LLC, within the larger structure of the PSLLC. Each protected series is treated as a person distinct from the LLC, its members and the other series. For example, a protected series can hold title, contract, and sue or be sued in its own name.

This provides business and property owners a new avenue for investment and liability protection. However, because the PSLLC structure is new to Florida, investors should look to other states that have adopted protected series legislation for guidance.

Recordkeeping matters

The protection is not automatic in practice; the structure depends on disciplined recordkeeping. Florida’s materials and commentary emphasize keeping separate books, bank accounts, contracts, and asset records for each protected series so the assets of one series are clearly distinguishable from the assets of another.

Tax treatment

For federal tax purposes, the IRS generally treats each protected series independently rather than as one consolidated entity. In practice, that means each series is classified separately under the usual check-the-box rules, so a series may be disregarded, treated as a partnership, or elect corporate status depending on ownership and elections.

Practical cautions

The structure is new in Florida, so lenders, title insurers, and counterparties may be unfamiliar with it. There is also unresolved risk around how other states will treat Florida’s liability shields, which makes this structure more attractive for sophisticated owners who are comfortable with formalities and cross-jurisdiction uncertainty.

Want To Form a PSLLC?

Contact the Tax Lawyers at
Marini & Associates, P.A.

for a FREE Tax HELP Contact us at:
www.TaxAid.com or www.OVDPLaw.com
or Toll Free at 888 8TAXAID (888-882-9243)

Sources:

1. https://dos.fl.gov/sunbiz/forms/limited-liability-company/florida-series-llc/

2. https://seriesllc.sunbiz.org/

3. https://www.floridabar.org/the-florida-bar-journal/floridas-new-protected-series-llc-law-part-i/

4. https://www.williamsparker.com/insights/sponsored-content-floridas-new-protected-series-llc-proceed-with-caution/

5. https://www.flhouse.gov/Statutes/2025/0605.2201/

6. https://www.jmco.com/articles/business-advisory/using-series-llcs-in-real-estate-development-pros-and-cons/

7. https://www.taxnotes.com/research/federal/proposed-regulations/irs-proposed-regs-would-treat-series-llcs-and-cell-companies/wbjb

8. https://www.bakerdonelson.com/floridas-new-protected-series-llc-law-to-take-effect-this-summer

9. https://flabizlaw.org/news/available-now-on-demand-presidential-showcase-cle-introduction-to-the-new-florida-protected-series-llc-legislation/

10. https://www.kubera.com/blog/series-llc-tax-treatment

11. https://www.flsenate.gov/Session/Bill/2025/403/Analyses/h0403e.JDC.PDF

12. https://www.hklaw.com/en/insights/publications/2025/06/florida-passes-new-protected-series-llc-legislation

13. https://www.floridabar.org/the-florida-bar-journal/floridas-new-protected-series-llc-legislation-part-ii/

14. https://www.bradley.com/-/media/files/insights/publications/2011/01/irs-issues-longawaited-guidance-on-series-llcs-w__/files/reprint/fileattachment/irs-issues.pdf

15. https://dos.fl.gov/sunbiz/forms/limited-liability-company/

Thursday, July 30, 2026

IRS Authority Under Fire: New Court Ruling Limits Treasury’s Regulatory Reach

Ruling May Further Erode IRS Authority After Loper Bright

A recent decision by the U.S. Court of Federal Claims, Keysight Techs., Inc. v. United States, No. , slip op. at (Fed. Cl. July , 2026), may significantly narrow the Treasury Department’s ability to rely on broad regulatory authority in the wake of the Supreme Court’s 2024 decision in Loper Bright Enterprises v. Raimondo. For tax practitioners, the ruling signals a continued shift toward stricter judicial scrutiny of Treasury regulations—particularly those that extend beyond the clear text of the Internal Revenue Code.

Background: The Post-Loper Bright Landscape

In Loper Bright, the Supreme Court eliminated Chevron deference, fundamentally altering how courts evaluate agency regulations. Rather than deferring to an agency’s reasonable interpretation of ambiguous statutes, courts now apply independent judgment in determining statutory meaning.

For the IRS and Treasury, this shift raised an immediate question: what authority remains to support longstanding regulations, especially those grounded in broad or implied statutory mandates?

Historically, Treasury has leaned on Internal Revenue Code Section 7805(a), which grants authority to “prescribe all needful rules and regulations” for enforcement of the Code. Post-Loper Bright, many anticipated that Section 7805(a) would serve as a fallback to sustain regulatory frameworks lacking explicit statutory grounding.

The Court of Federal Claims Decision

In a case involving Keysight Technologies Inc., the Court of Federal Claims rejected that approach. The court held that the Tax Cuts and Jobs Act of 2017 did not provide either express or implied authority for the challenged GILTI-related regulations. More notably, the court concluded that Section 7805(a), standing alone, cannot supply the necessary authority to uphold such rules.

This is a critical development. The court effectively rejected the notion that a general grant of regulatory authority can fill statutory gaps or justify expansive rulemaking. Instead, Treasury must point to a specific delegation of authority tied to the provision at issue.

Implications for Tax Regulation

The decision carries several important implications:

· Narrower Regulatory Authority: Treasury may face increasing difficulty defending regulations that stretch beyond the statutory text, particularly in complex international tax regimes like GILTI, Subpart F, and BEAT.

· Increased Litigation Risk: Taxpayers now have stronger grounds to challenge regulations that lack clear statutory support, especially where Treasury relied heavily on policy-driven interpretations.

· Heightened Importance of Statutory Drafting: Congressional precision will become more critical. Ambiguities are less likely to be resolved in favor of the government.

· Potential Retroactive Impact: Existing regulations—particularly those issued under broad interpretive authority—may face renewed scrutiny and possible invalidation.

Practical Takeaways for Taxpayers and Advisors

For multinational taxpayers and their advisors, this evolving landscape presents both risks and opportunities. Regulatory positions once considered settled may now be open to challenge, particularly in areas where Treasury relied on expansive interpretations of ambiguous statutory provisions.

At the same time, uncertainty may increase in the short term as courts continue to define the limits of agency authority post-Loper Bright. Taxpayers should carefully evaluate positions taken in reliance on regulations that could be vulnerable under this new standard.

Looking Ahead

This decision is unlikely to be the final word. Appeals and further litigation will continue to shape the contours of Treasury’s authority. However, the trend is clear: courts are no longer willing to defer to agency interpretations absent clear congressional authorization.

For the IRS, Section 7805(a) may no longer serve as a reliable safety net. For taxpayers, that shift may open the door to meaningful challenges—and potentially significant planning opportunities.

Have IRS Tax Problems?

Contact the Tax Lawyers at

Marini & Associates, P.A.

for a FREE Tax HELP Contact us at:
www.TaxAid.com or www.OVDPLaw.com
or Toll Free at 888 8TAXAID (888-882-9243)

Tuesday, July 28, 2026

Treasury and IRS Finalize CRAT Listed Transaction Rules Targeting Abusive Gain-Elimination Structures

Final regulations were recently issued identifying certain arrangements claiming to be Charitable Remainder Annuity Trusts as listed transactions. These regulations describe a transaction in which taxpayers claim to eliminate ordinary income and/or capital gain on the sale of property.

Material advisors and certain participants in these listed transactions are required to file disclosures with the IRS and are subject to penalties for failure to disclose. For details see the news release.

Treasury and the IRS have finalized regulations treating certain abusive charitable remainder annuity trust arrangements as listed transactions, with disclosure obligations for material advisors and certain participants.

What the rules target

The final regulations focus on CRAT arrangements where a grantor contributes appreciated property, the trust sells that property, the proceeds are used to buy an annuity, and the beneficiary reports the payments in a way that improperly avoids the tiered distribution rules under section 664(b). Treasury and the IRS say these arrangements are designed to eliminate ordinary income and/or capital gain on the sale of property.

Filing obligations

Participants in listed transactions generally disclose them on Form 8886, and material advisors disclose on Form 8918. The final regulations also state that penalties apply for failure to disclose, which is why this is a significant compliance item for both taxpayers and advisors.

Effective date

The regulations are effective July 9, 2026. The IRS news release and Federal Register notice both indicate that only the abusive CRAT fact pattern described in the regulations, and substantially similar transactions, are covered; ordinary CRATs are not automatically listed transactions.

Treasury is not attacking legitimate CRAT planning

A strong client-facing angle is that Treasury is not attacking legitimate CRAT planning, but rather a specific monetization strategy that attempts to turn built-in gain into tax-favored annuity payments. For a tax audience, the practical takeaway is to review any CRAT structure involving appreciated property, post-sale annuity purchases, and reporting positions under section 72 versus section 664(b) before filing disclosures or taking a return position.

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