How to Create a Series LLC

A Series Limited Liability Company (Series LLC) is a specialized form of LLC that allows a single “parent” LLC to establish multiple, legally distinct subdivisions—called series—under one umbrella entity. Each series can have its own assets, liabilities, members, and business purpose, while remaining connected to the parent LLC.

Series LLCs are governed entirely by state law, and only certain U.S. states authorize their formation. As a result, the rules for creating and maintaining a Series LLC vary significantly by jurisdiction.

What Is a Series LLC?

A Series LLC is an LLC structure that permits the creation of multiple internal series, each of which may:

• Own separate assets
• Incur separate liabilities
• Have separate members or managers
• Operate distinct business activities

When properly formed and maintained, the debts and obligations of one series are not enforceable against the assets of another series or the parent LLC.

Series LLCs are commonly used for businesses that hold multiple assets or operations, such as:

• Real estate portfolios
• Franchise models
• Multi-brand enterprises

Which States Allow Series LLCs?

Not all states recognize Series LLCs. States that currently authorize some form of Series LLC under statute include:

• Arkansas
• Delaware
• Illinois
• Iowa
• Nevada
• Ohio
• Oklahoma
• Tennessee
• Texas
• Utah
• Wyoming

Because Series LLC laws are state-specific, business owners should consult the LLC statute and filing authority of the formation state, typically published by the Secretary of State or legislature.

How a Series LLC Is Structured

A Series LLC consists of two core components:

Parent (Master) LLC

The parent LLC is the primary legal entity formed with the state. It establishes the authority to create one or more series and governs overall administration.

Individual Series

Each series functions similarly to a standalone LLC, with its own:

• Assets and bank accounts
• Contracts and obligations
• Members or managers
• Business records

However, series are not typically filed as separate legal entities with the state unless required by statute.

Step 1: Confirm State Authorization and Requirements

Before creating a Series LLC, confirm that:

• The formation state legally recognizes Series LLCs
• The statute provides liability separation between series
• The state requires public registration of each series (some do, some do not)

These rules are found in the state’s Limited Liability Company Act, published on official legislative or Secretary of State websites.

Step 2: Choose a Name for the Series LLC

The parent LLC name must comply with standard LLC naming rules and include an approved designator such as:

• “LLC”
• “Limited Liability Company”

Some states require or permit series identifiers, such as:

• “ABC Holdings, LLC, Series A”
• “ABC Holdings, LLC – Series 1”

Naming rules vary by state and are enforced by the business registration authority.

Step 3: Appoint a Registered Agent

Like standard LLCs, Series LLCs must designate a registered agent with a physical address in the formation state to receive:

• Legal notices
• Service of process
• Official correspondence

Registered agent requirements are set by state law and published by the filing authority.

Step 4: File Articles of Organization for the Parent LLC

To create a Series LLC, the parent LLC must file Articles of Organization (or a Certificate of Formation/Organization, depending on the state).

Required Series Language

In most states, the Articles of Organization must explicitly authorize the creation of series. Without this statutory language, the series structure may not be legally recognized.

This language typically states that:

• The LLC may establish one or more series
• Each series may have separate rights, powers, assets, and liabilities
• Liabilities of one series are not enforceable against another

Articles are filed with the state’s business registration authority, usually the Secretary of State.

Step 5: Draft a Series LLC Operating Agreement

The operating agreement is the most critical document for a Series LLC. It establishes:

• Rules for creating new series
• Asset segregation requirements
• Management authority at the parent and series levels
• Allocation of profits and losses
• Recordkeeping standards for liability protection

Although operating agreements are generally not filed with the state, courts, banks, and the IRS rely on them to determine ownership, authority, and tax treatment.

Step 6: Establish Individual Series

Once the parent LLC is formed, individual series are typically created internally by:

• Adopting a written resolution
• Updating the operating agreement
• Assigning assets to the series
• Opening separate bank accounts

Some states require each series to file a public certificate or notice, while others do not. Business owners must follow their state’s specific requirements to preserve liability protection.

Step 7: Obtain EINs (If Required)

The IRS may require:

• One EIN for the parent LLC
• Separate EINs for each series, depending on tax classification and activities

Step 8: Register for Taxes and Licenses

Each series may be treated as a separate taxpayer for:

• Federal income tax
• State income or franchise tax
• Sales and use tax
• Employment tax

State tax agencies publish guidance on Series LLC taxation, and requirements can differ significantly.

Domestic vs. Foreign Series LLCs

Domestic Series LLC

A domestic Series LLC is formed in a state that authorizes the structure and operates primarily within that state.

Foreign Series LLC

A Series LLC formed in one state may need to register as a foreign LLC in another state. Some states do not recognize Series LLCs, which may complicate registration and liability protection.

Advantages of a Series LLC

• Asset segregation without forming multiple LLCs
• Reduced filing fees in some states
• Centralized management
• Flexibility for multi-asset businesses

Risks and Limitations of Series LLCs

• Not recognized in all states
• Complex recordkeeping requirements
• Unsettled case law in some jurisdictions
• Banking and financing challenges
• State tax uncertainty

Because of these risks, Series LLCs require strict compliance with statutory and operational rules to maintain liability protection and legal enforceability.