What is a series LLC?

A series LLC is a single LLC that contains multiple 'series' or 'cells', each treated as a separate entity for liability purposes if structured correctly. Each series can have its own members, managers, assets, and liabilities. The structure is most common for real estate investors holding multiple properties, where each property goes in its own series.

Which states permit series LLCs?

As of 2026, series LLCs are authorised in Delaware, Texas, Illinois, Nevada, Iowa, Kansas, Tennessee, Oklahoma, Utah, Wyoming, Indiana, Missouri, North Dakota, South Dakota, Montana, Alabama, Arkansas, and the District of Columbia. Many other states do not authorise series LLCs but will recognise foreign series LLCs registered to do business there.

What is the difference between protected series and registered series?

A protected series exists by virtue of the operating agreement and the master LLC's Certificate of Formation; it is not separately registered with the state. A registered series is formally recorded with the state Secretary of State and receives its own Certificate of Registered Series. Delaware permits both; some states permit only one. Registered series can transact under their own names with their own EINs.

How is a series LLC taxed?

Federal tax treatment is uncertain. The IRS has indicated (Proposed Reg. 301.7701-1) that each series is treated as a separate entity for federal tax purposes, but the regulations have not been finalised. In practice, most series LLCs file a single federal return for the master LLC with separate accounting for each series, or each series files its own return if it has its own EIN.

What is the records requirement for series LLCs?

Every series-LLC statute requires separate records for each series sufficient to identify the series's assets and liabilities. This typically means a separate bank account, separate accounting ledger, separate contracts in the series's name, and separate insurance policies. Commingling records collapses the liability shield between series.

When does a series LLC make sense versus separate LLCs?

Series LLCs save formation and annual fees for portfolios with many similar assets (e.g. 20 rental properties). The trade-off is uncertain federal tax treatment, complex accounting, and limited recognition in non-series states. For portfolios under 5 to 10 assets, separate LLCs are often simpler. For 10+ assets in series-recognising states, series LLCs offer meaningful cost savings.

LLC Type Reference · Series · revised 28 April 2026

Series LLC Operating AgreementMaster LLC plus protected and registered series, with sample establishment clauses

A series LLC is a single LLC that contains multiple "series" or "cells", each treated as a separate entity for liability purposes if structured correctly. Series LLCs are most common in real estate (each property in its own series), in family offices (operating, investment, and IP series), and in any structure that wants liability isolation between several similar assets without paying separate formation fees for each. This page sets out which states permit the structure, how protected series differ from registered series, and the critical records requirement that determines whether the liability shield holds.

General legal information, not legal advice

The summaries below are general legal information, not legal advice. Series LLC structures benefit substantially from attorney review because the records requirement is enforced strictly: commingling collapses the shield. Federal tax treatment of series LLCs remains uncertain (Proposed Reg. 301.7701-1 has not been finalised); consult a CPA familiar with series LLC tax issues.

What a Series LLC Is

A series LLC is structurally a single LLC. There is one Certificate of Formation, one EIN for the master LLC (each series may have its own), and one operating agreement governing the master and all series. Within that single LLC, the operating agreement establishes "series" or "cells", each of which can hold its own assets, owe its own liabilities, have its own members, and have its own managers. If properly established and operated, the assets of one series cannot be reached by the creditors of another series.

Delaware was the first state to authorise series LLCs in 1996, and Delaware case law on series structures is the most developed. Texas added series LLCs in 2009 with substantial use by real estate investors. Illinois and Nevada followed. As of 2026, roughly 20 states authorise series LLCs in some form, but the structure is most often used in Delaware, Texas, and Illinois.

The cost benefit is meaningful for portfolios with many similar assets. A real estate investor with 20 rental properties in Texas can hold all 20 in a single series LLC for $300 in formation fees and a single annual filing, instead of forming 20 separate LLCs at $300 each ($6,000) with 20 separate annual filings. The cost savings are most significant in states with high per-LLC formation or annual fees (California, North Carolina, Florida) which do not authorise series LLCs.

State Availability and Fee Structure

State	Series LLC Authorised?	Fees
Delaware	Yes (protected and registered series)	$90 master + $110 per registered series
Texas	Yes (single Certificate of Formation)	$300 master, no per-series fee
Illinois	Yes (LLC-5.5(S))	$400 master + per-series annual report
Nevada	Yes (NRS Chapter 86)	$425 master, separate annual list per series
Iowa	Yes	$50 master + $30 per series
Tennessee	Yes (single LLC)	$50 master + $50 per series
Wyoming	Yes (close LLC structure)	$100 master + $50 per series
Indiana	Yes (single LLC)	$95 master, no per-series fee
California	No (does not recognise series)	Each series treated as separate LLC subject to $800 franchise tax
New York	No (does not recognise series)	Series structure not permitted; foreign series LLCs treated as single entity

States not authorising series LLCs (California, New York, Massachusetts, others) typically treat foreign series LLCs operating there as either a single LLC (collapsing the shield for in-state operations) or as separate LLCs (multiplying the franchise tax burden). For a series LLC operating in California, this often means each series owes $800 California franchise tax, defeating the cost savings.

Records Requirement: The Make-or-Break Issue

Every series-LLC statute requires that each series maintain separate records sufficient to identify its assets and liabilities. This is enforced strictly. A series LLC that commingles records loses the liability shield between series, and creditors of one series can reach the assets of another. The six requirements below are the practical minimum.

Requirement	Description
Separate bank account	Each series must have its own bank account; commingling collapses the shield
Separate accounting ledger	Each series must have its own books showing assets, liabilities, income, and expenses
Separate contracts	Contracts entered by a series must be in the series's name (e.g. 'Master LLC, [Series A]')
Separate insurance	Property insurance should name the specific series as the insured
Separate EIN (recommended)	Each series should have its own EIN for tax filings and bank account opening, even when not strictly required
Notice of limitation in Certificate	The master LLC's Certificate of Formation must include the series-LLC notice required by the relevant state statute

Sample Series LLC Clauses

Authority to Establish SeriesThe Company is a series limited liability company organised under [State Series LLC Statute, e.g. 6 Del. C. § 18-215 / Tex. BOC § 101.601]. The Certificate of Formation contains the notice of limitation on liabilities of series required by that statute. The Manager has authority to establish one or more series of members, managers, membership interests, or assets by amending Schedule B to this Agreement. Each series shall be identified by a unique designation (e.g. "Series A", "Series B").

Series Establishment ProcedureTo establish a new series, the Manager shall amend Schedule B to set forth (i) the series's designation; (ii) the assets initially allocated to the series; (iii) the members of the series and their percentage interests in the series; (iv) the manager(s) of the series; and (v) any series-specific provisions that modify the default rules of this Agreement. Each series shall obtain its own EIN within thirty (30) days of establishment and shall open its own bank account in its own name.

Asset and Liability IsolationThe debts, liabilities, and obligations of a particular series shall be enforceable against the assets of that series only, and not against the assets of the Company generally or the assets of any other series. The Manager shall ensure that (i) each series maintains separate books and records, (ii) each series maintains a separate bank account, (iii) contracts entered by a series identify the contracting party as "[Master LLC Name], [Series Designation]", and (iv) insurance policies covering series assets name the specific series as the insured.

Series-Level GovernanceUnless this Agreement or Schedule B for a particular series provides otherwise, each series shall be governed by the same default rules as the Company generally. The Manager has authority to delegate series-level decisions to a series-specific manager named in Schedule B for that series. Series-level decisions include (a) acquisition and disposition of series assets, (b) financing decisions specific to series assets, and (c) distributions to series members.

Termination of a SeriesA series may be terminated by amendment of Schedule B, with the consent of the members of that series holding at least seventy-five percent (75%) of the series's percentage interests. Upon termination, the assets of the series shall be distributed to the series members in proportion to their percentage interests, after payment of series liabilities. Termination of a series does not affect the continued existence of the Company or any other series.

Five Series LLC Mistakes

Skipping separate bank accounts

The single most common shield-breaking mistake. Each series needs its own account, period.

Using a single EIN for all series

Each series should have its own EIN. Single EIN for the master with all series sharing it makes IRS classification confused and bank account opening difficult.

Forming a series LLC for use in California or New York

Neither state recognises the series structure. The cost savings disappear and franchise tax often increases.

Forgetting the series notice in the Certificate of Formation

Most states require the Certificate of Formation to include a series-LLC notice. Without it, the series structure is not effective and the shield does not exist.

Treating series as informal divisions

Series are legally distinct entities for liability purposes only if treated as such. Sloppy operations (e.g. paying Series A invoices from Series B account) collapse the shield retroactively.

Series LLC Operating AgreementMaster LLC plus protected and registered series, with sample establishment clauses

What a Series LLC Is

State Availability and Fee Structure

Records Requirement: The Make-or-Break Issue

Sample Series LLC Clauses

Five Series LLC Mistakes

Delaware LLC OA →

Texas LLC OA →

Real Estate LLC OA →

Holding Company LLC OA →

Interactive Builder →