Series LLC by State:
Where They Exist (2026)
A series LLC is a parent LLC that can contain multiple sub-units ("series" or "cells"), each with its own assets, liabilities, members, and managers, with statutory protection that the liabilities of one series do not reach the assets of another. The structure is recognised in 17 states plus DC. It is also less well-tested in interstate contexts than traditional one-LLC-per-property structures, which is the main reason lenders and insurers sometimes look on series LLCs sceptically.
The 18 Jurisdictions That Recognise Series LLCs
| State / Jurisdiction | Series LLC Statute Year | Notes |
|---|---|---|
| Delaware | 1996 (first state) | Most developed case law, popular for sophisticated structures. |
| Texas | 2009 | Active series LLC market; clear statutory framework. |
| Illinois | 2005 | Each series treated as a separate legal person. |
| Iowa | 2008 | Less common in practice. |
| Nevada | 2005 | Strong charging-order protection at the series level. |
| Utah | 2014 | Newer series LLC regime, growing use in real estate. |
| Oklahoma | 2004 | One of the earlier adopters. |
| Tennessee | 2006 | Combined with high-cost state otherwise. |
| Alabama | 2014 | Series LLC under Alabama Limited Liability Company Law. |
| Arkansas | 2017 | Permits series under Arkansas Uniform Limited Liability Company Act. |
| Indiana | 2016 | Newer regime, fewer published cases. |
| Kansas | 2012 | Statutorily authorised under Kansas Revised LLC Act. |
| Missouri | 2013 | Established under Missouri LLC statute. |
| Montana | 2011 | Less commonly used. |
| North Dakota | 2016 | Permitted under amended ND LLC statutes. |
| Virginia | 2019 | More recent statute, growing use. |
| Wyoming | 2018 | Strong asset-protection state generally; series LLC adds segregation. |
| District of Columbia | 2011 | DC permits series LLCs. |
States not on this list do not have series LLC statutes. Series LLCs formed in a recognising state may or may not be recognised by other states for liability-segregation purposes; this is one of the structural uncertainties around series LLCs that is gradually being resolved through case law and uniform-act adoption.
How Series Are Formed Within the Parent LLC
The parent series LLC is formed by filing Articles of Organization (or Certificate of Formation) with the state, with language in the document or operating agreement authorising the creation of series. Some states (Delaware, Illinois, Texas) require a specific notice in the Articles indicating series LLC status. Each subsequent series is then formed by internal documentation (an addendum to the operating agreement, or a "Designation of Series" filed internally) specifying the series name, members, managers, and assets.
Some states require each series to file separately with the Secretary of State; others allow series creation entirely through internal documentation. Delaware, the original series-LLC state, permits internal designation without separate state filing. Texas requires a "Certificate of Series Designation" filed with the Secretary of State. Illinois requires each series to file its own Articles. The state-by-state variation in filing mechanics adds to the complexity of administering series structures.
Each series should maintain its own records: separate bank accounts, separate bookkeeping, separate contracts in the series name, separate insurance policies where appropriate. The liability segregation that justifies the series structure depends on maintaining these formalities; commingling assets or records across series can defeat the segregation in litigation. The operational discipline is more demanding than for a simple multi-property single LLC.
Lender and Insurer Scepticism
One persistent challenge for series LLCs: many lenders and insurers do not have established protocols for dealing with series structures, and some flatly refuse to lend to or insure series-LLC-owned property. The discomfort is partly practical (the series concept is unfamiliar, the loan documents and insurance policies are templated for standard LLCs) and partly substantive (the cross-state recognition of series liability segregation is less well-tested than for standard LLCs, creating uncertainty about which assets are actually at risk in a loss event).
Specialist lenders that work with real estate investors (DSCR lenders, portfolio lenders, hard money lenders) are generally more accommodating to series LLCs than conventional residential mortgage lenders. Insurance carriers that specialise in landlord and commercial property coverage typically have more experience with series structures than personal-lines insurers. Before forming a series LLC for a real estate portfolio, verify with your prospective lender and insurer that they will work with the structure; this is one of the more practical constraints on series LLC adoption.
For non-real-estate uses (eg multiple ecommerce brands under one parent), the lender / insurer constraints are usually less binding because the assets are not financed and the insurance is general liability rather than property-specific. The series structure can work well for separating distinct lines of business under one parent. The structure is most useful when each series has its own asset base and own liability profile and the cost of one-LLC-per-line is genuinely meaningful relative to the cost of one parent with many series.
Federal Tax Classification of Series
The IRS proposed regulations in 2010 (REG-119921-09) suggesting that each series of a series LLC be treated as a separate entity for federal tax purposes, with the parent series LLC and each series classified independently. The proposed regulations were never finalised, leaving the federal tax treatment of series in some doubt. Most tax practitioners follow the proposed regulations as the most likely interpretation: each series with multiple members is a separate partnership for tax purposes, each single-member series is a separate disregarded entity associated with its sole member, and the parent series LLC itself is a separate entity from its constituent series.
The practical implication: each series may need its own EIN, may need to file its own tax return (or be disregarded to its owner), and the parent series LLC may need to file its own return. This can add to the administrative complexity of operating a series structure. For tax-planning purposes, the series can be useful or burdensome depending on structure: a series LLC with all series owned by the same single member operates similarly to a sole proprietor with several distinct business lines, with all flowing to the same Schedule C. A series LLC with different members in different series is more like several distinct partnerships, with separate K-1s and more complex bookkeeping.
When Parent-Child Holding Companies Make More Sense
For many investors and operators who would consider a series LLC, the alternative is a parent holding LLC that owns membership interests in separate operating LLCs. This structure achieves similar liability segregation (each operating LLC is a separate entity) without depending on series-LLC statutes that vary by state and may not be recognised in other jurisdictions.
The parent-child structure has higher direct costs (one filing fee plus one annual report per entity, multiplied across the operating entities) but more interstate legal certainty. It works in all 50 states, has well-developed case law, is more familiar to lenders and insurers, and is generally easier to administer for tax purposes (each operating LLC files its own return or rolls up to the parent based on standard LLC classification rules, no series-specific proposed regulations to interpret).
For an investor with 5 rental properties, the choice between one Texas series LLC with 5 series vs one parent LLC with 5 operating LLCs comes down to: filing cost savings (series LLC saves about $1,000 in initial filing across 5 entities in many states), administrative complexity (parent-child is more LLC-like, series is more bespoke), interstate recognition (parent-child is universal, series is jurisdiction-dependent), and lender / insurer comfort (parent-child wins). Most experienced real estate investors prefer parent-child for serious portfolios; series LLCs make more sense for portfolios entirely in series-recognising states with cooperative financing partners.
The Honest Take
Series LLCs are a useful tool in a narrow set of circumstances: investors with multiple distinct assets in a single series-recognising state, with cooperative lenders and insurers, willing to accept the administrative discipline of maintaining separate records and accounts per series. The cost savings versus standard multi-entity structures can be meaningful at scale.
For most small business owners and ordinary real estate investors, the standard parent-LLC + operating-LLCs structure is simpler and more universally recognised. The marginal savings from a series structure rarely justify the operational complexity and the interstate-recognition uncertainty. If you are considering a series LLC, do so with the advice of an attorney familiar with the structure in your specific state and use case; this is not a DIY-formation decision the way a standard single-state LLC is.