How a series LLC works
An ordinary LLC holds everything in one pot: if it owns three rental buildings, a judgment over one building can reach the other two. A series LLC is set up so that each building can sit in its own series. Delaware's statute, 6 Del. C. § 18-215, describes it this way: the LLC's operating agreement may establish one or more designated series of members, managers, interests or assets, and each series may have separate rights, powers or duties for specified property or obligations, its own profits and losses, and its own business purpose or investment objective.
The LLC itself is formed once, with one set of articles (Delaware calls them a certificate of formation) and one registered agent. The series are created inside it, mostly through the operating agreement, and in some states by a short filing for each one.
The wall between series
Being a series doesn't by itself keep its debts apart. Delaware sets three conditions for a protected series: the records kept for the series account for its assets separately from the LLC's other assets and other series; the operating agreement provides for the limitation; and the certificate of formation gives notice of the limitation on liabilities. When all three are met, the debts of that series can be enforced against its assets only, not against the LLC's other assets or any other series, and the debts of the LLC or the other series can't reach it either, unless the agreement says otherwise.
That makes record keeping the price of the shield: a separate ledger, separate bank account and separate contracts for each series. A series that mixes its money with another's gives a creditor the argument that the wall isn't there.
Protected series and registered series
States name and handle series in three ways:
- Series set up in the operating agreement, as in Delaware's protected series and most of the states below. Delaware lets a protected series, in its own name, contract, hold title to property, grant liens and security interests, and sue and be sued.
- Registered series, a Delaware and Oklahoma option: the series is filed with the state, so it shows on the public record and can get its own certificate. Oklahoma's statute also lets a protected series convert to a registered series and back.
- Protected series under the uniform act in Iowa, Nebraska and Virginia. In Iowa, every member must consent, and the LLC files a protected series designation with the Secretary of State naming the new series, which can then get its own certificate of existence.
Where the law provides for it
We confirmed each of these on October 11, 2026 in the state's own code, or in its filing office's fee schedule where a series filing is listed. A state that isn't here may still have series provisions we haven't read yet; its LLC act will say.
| State | Where the law provides for series |
|---|---|
| Alabama | Ala. Code § 10A-5A-11.01, series of assets |
| Delaware | 6 Del. C. §§ 18-215 and 18-218, protected and registered series |
| District of Columbia | D.C. Code § 29-802.06 |
| Illinois | Secretary of State fee schedule: articles of organization (series) and certificates of designation |
| Indiana | Ind. Code art. 23-18.1, series limited liability companies |
| Iowa | Iowa Code §§ 489.14101 and following, the Uniform Protected Series Act |
| Kansas | K.S.A. 17-76,143, series limited liability company |
| Missouri | RSMo 347.186 |
| Montana | MCA 35-8-304 |
| Nebraska | Neb. Rev. Stat. §§ 21-501 and following, protected series |
| Nevada | NRS 86.296, series of members |
| Ohio | Ohio Rev. Code § 1706.76, separate asset series, in effect since April 12, 2021 |
| Oklahoma | 18 O.S. §§ 2054.4 and 2054.5, series and registered series |
| South Dakota | SDCL 47-34A-701 and following, series limited liability companies |
| Texas | Tex. Bus. Orgs. Code §§ 101.601 and following |
| Virginia | Va. Code §§ 13.1-1088 and following, protected series |
| Wyoming | Secretary of State fee schedule: series designated under a series LLC |
What it costs
Most states charge the ordinary LLC filing fee for the company itself; a few price the series too:
| State | Fee |
|---|---|
| Illinois | $400 for articles of organization (series), against $150 for an ordinary LLC; $50 for each series' certificate of designation |
| Montana | $35 for the articles of organization, plus $50 for each series member named in them |
| Wyoming | $10 for each series designated or established |
Then come the running costs that decide whether a series LLC saves money: a state may want an annual report or tax for each series, and each series still needs its own books and bank account to keep its wall.
Series LLC or separate LLCs
A series LLC can mean one formation, one registered agent and one annual filing in place of several, which is why it's used to hold real estate, fleets of vehicles or separate investment funds. The trade-offs:
- Banks, title insurers and lenders don't all know how to deal with a series, so opening an account or getting a loan in a series' name can take longer.
- The wall depends on the state's statute. Outside the states above, a court isn't bound to keep series apart.
- Every series needs its own records, and Delaware's three conditions show what a court will check.
When each venture needs a clean, widely understood shield, separate LLCs can be simpler. A series LLC suits owners who expect to add many similar ventures in a state whose law provides for one. In either case, the operating agreement does the work: it should set up each series, say which assets and members belong to it, and state the limitation on liabilities.
Sources
- 6 Del. C. § 18-215 and § 18-218, Delaware Code
- Iowa Code chapter 489, subchapter XIV
- Illinois Secretary of State, LLC forms and fees
- Wyoming Secretary of State, business fees
- Montana Secretary of State, business fees
- The state codes linked in the table above.
Common questions
What is a series LLC?
An LLC whose operating agreement sets up one or more series inside it. Each series can have its own property, members, managers and business purpose, and where the state's law provides for it and its conditions are met, a series' debts can be collected only from that series' own assets.
Which states allow series LLCs?
On October 11, 2026 we confirmed series provisions in the law or the filing fees of 16 states and the District of Columbia: Alabama, Delaware, Illinois, Indiana, Iowa, Kansas, Missouri, Montana, Nebraska, Nevada, Ohio, Oklahoma, South Dakota, Texas, Virginia, Wyoming and DC. We list a state only once we've read its own code or fee schedule, so check your state's LLC act if it isn't here.
Is each series a separate company?
Not in the way a separate LLC is. Delaware's statute lets a protected series, in its own name, contract, hold title to property, grant liens and sue and be sued, and a registered series there has its own certificate. In Iowa, Nebraska and Virginia a protected series is set up by a filing with the Secretary of State.
How much does a series LLC cost?
Fees depend on the state. Illinois charges $400 for the articles of organization of a series LLC and $50 for each series' certificate of designation, Wyoming $10 for each series, and Montana adds $50 for each series member named in the articles.
Does the wall between series hold in other states?
Only the state that formed the LLC writes the rule. A state whose own law has no series provisions isn't bound to treat the series as separate, so a series that owns property or does business there should be checked with that state's filing office, or set up as its own LLC.