Series LLC: What It Is and Which States Allow It

What Is a Series LLC?

A Series LLC is a unique type of LLC that allows you to create multiple individual "series" (think of them as sub-LLCs) within a single master LLC. Each series can have its own assets, members, managers, and purpose — and critically, the liabilities of one series are legally shielded from the other series and from the master LLC itself.

Think of it like an apartment building. The building is the master LLC, and each apartment is a separate series. If there is a fire in Apartment 3, only Apartment 3 is affected — the other apartments and the building itself are protected. Similarly, if Series C of your Series LLC is sued, only the assets in Series C are at risk. Series A, Series B, and the master LLC are protected.

This structure was originally created by Delaware in 1996 and has since been adopted by a growing number of states. It is particularly popular with real estate investors who want to separate the liability of each property without forming a separate LLC for each one.

Which States Allow Series LLCs?

As of 2026, the following states have adopted Series LLC legislation: Alabama, Arkansas, Delaware, Illinois, Indiana, Iowa, Kansas, Missouri, Montana, Nebraska, Nevada, North Dakota, Oklahoma, South Dakota, Tennessee, Texas, Utah, Virginia, Wisconsin, Wyoming, and the District of Columbia.

States that recognize Series LLCs formed in other states (but do not have their own legislation) include California, New York, and Florida — though the level of recognition varies and the legal certainty is lower.

If your state is not on the list, you can form a Series LLC in a state that does allow them (such as Delaware, Texas, or Wyoming) and register as a foreign LLC in your home state. However, the protection of the series structure may not be fully recognized in states without their own Series LLC legislation.

Series LLC vs Multiple Traditional LLCs

**Cost advantage**: A traditional approach of forming separate LLCs for each real estate property or business venture gets expensive fast. If you own 10 rental properties and form a separate LLC for each, you pay 10 state filing fees ($500-$5,000 depending on the state), 10 annual report fees ($600-$3,000/year), 10 registered agent fees ($490-$2,990/year), and need 10 separate EINs, bank accounts, and tax returns. With a Series LLC, you pay one state filing fee ($300-$500), one annual report fee ($50-$300/year), and one registered agent fee ($49-$299/year). Each series may need its own EIN and bank account, but the state-level costs are dramatically reduced.

**Administrative simplicity**: Managing one master LLC with multiple series is far simpler than managing 10+ separate LLCs. You have one set of state filings, one registered agent relationship, and one master operating agreement (with series-specific supplements).

**Potential drawbacks**: The Series LLC is a relatively new legal concept, and its protections have not been tested as extensively in court as traditional LLC protections. Some states may not fully recognize the series liability shields. Some banks are unfamiliar with Series LLCs and may have difficulty opening accounts for individual series. The IRS has not issued definitive guidance on the tax treatment of all Series LLC scenarios.

Ideal Use Cases

**Real estate investors**: This is the most common use case. Each rental property goes in its own series, so a lawsuit related to one property cannot reach the assets of your other properties.

**Multiple business ventures**: If you run several unrelated businesses, each can operate as a separate series within one master LLC.

**Franchise operations**: Multiple franchise locations under one umbrella with separate liability for each.

**Investment clubs**: Members can invest in different assets through different series, with returns and liabilities isolated by series.

How to Form a Series LLC

**Step 1**: Choose your formation state. Delaware, Texas, and Wyoming are the most popular choices. Delaware has the most established Series LLC law and the most legal precedent. Texas has a large community of real estate investors using Series LLCs. Wyoming combines low costs with strong privacy protections.

**Step 2**: File your Articles of Organization with a provision enabling the creation of series. Most states require specific language in the Articles authorizing the series structure.

**Step 3**: Create a master operating agreement that establishes the governance of the master LLC and provides a framework for creating individual series.

**Step 4**: For each series, create a series supplement or designation that names the series, identifies its members and managers, describes its assets and purpose, and establishes its own operating rules.

**Step 5**: Maintain complete separation between series — separate bank accounts, separate books and records, separate asset documentation. If you commingle assets between series, a court may disregard the liability barriers.

What to Do Next

If you are a real estate investor or multi-venture entrepreneur looking for cost-effective liability separation, a Series LLC may be the right structure. [Contact FormifyAI](/pricing) to discuss whether a Series LLC makes sense for your situation, or explore our [holding company guide](/blog/holding-company-llc) for an alternative approach to asset protection across multiple businesses.