Series LLC by State: Selected Laws Explained
Series LLC rules are jurisdiction-specific; each state's wording appears separately. Business Formation Exposure provides the wider formation context.
Not legal advice. This page is research, not compliance guidance.
Short answer: what do selected state laws say about series LLCs?
Authorized: an LLC agreement may establish or provide for designated series of members, managers, LLC interests or assets (§ 18-215(a)); a registered series may be formed under § 18-218. (source)
Texas: Texas authorizes series: a company agreement may establish one or more designated series of members, managers, membership interests or assets (BOC §101.601(a)). (source)
Wyoming: An LLC operating agreement may establish or provide for one or more designated series of members, managers, transferable interests or assets (W.S. 17-29-211(a)). (source)
West Virginia: Authorized: with all members' affirmative vote or consent, a West Virginia LLC may establish a protected series by filing a protected series designation. (source)
Florida: Since July 1, 2026, a Florida LLC may establish a protected series with the affirmative vote or consent of all members (ss. 605.2201(1), 605.2802). (source)
For filing charge research, see Series LLC Formation Fees by State. For the wider subject area, return to Business Formation Exposure.
§ 18-215. Series of members, managers, limited liability company interests or assets. […] (a) A limited liability company agreement may establish or provide for the establishment of 1 or more designated series of members, managers, limited liability company interests or assets.
Source: delcode.delaware.gov, 6 Del. C. § 18-215(a); delcode.delaware.gov Title 6, ch. 18, Subchapter II page, captured October 2, 2026
(a) A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that: (1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or (2) has a separate business purpose or investment objective.
Source: tcss.legis.texas.gov, Tex. Bus. Orgs. Code §101.601(a); tcss.legis.texas.gov BO.101.htm (Business Organizations Code Chapter 101), Subchapter M. SERIES LIMITED LIABILITY COMPANY, heading 'Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.', captured October 2, 2026
How does Delaware separate authorization, series kinds, and filing mechanics?
Three kinds: protected series (§ 18-215(b)), registered series (§ 18-218), and series that are neither protected nor registered (§ 18-101(18)). (source)
(16) “Protected series” means a designated series of members, managers, limited liability company interests or assets that is established in accordance with § 18-215(b) of this title. (17) “Registered series” means a designated series of members, managers, limited liability company interests or assets that is formed in accordance with § 18-218 of this title. (18) “Series” means a designated series of members, managers, limited liability company interests or assets that is a protected series or a registered series, or that is neither a protected series nor a registered series.
Source: delcode.delaware.gov, 6 Del. C. § 18-101(16)-(18); delcode.delaware.gov Title 6, ch. 18, Subchapter I page, captured October 2, 2026
Delaware authorization: Authorized: an LLC agreement may establish or provide for designated series of members, managers, LLC interests or assets (§ 18-215(a)); a registered series may be formed under § 18-218. (source)
Delaware's protected series condition: Available: a protected series' debts are enforceable only against its assets if the LLC agreement establishes it and so provides, its records account for its assets separately, and the certificate of formation gives notice (§ 18-215(b)). (source)
(b) A series established in accordance with the following sentence is a protected series. […] Notwithstanding anything to the contrary set forth in this chapter or under other applicable law, in the event that a limited liability company agreement establishes or provides for the establishment of 1 or more series, and to the extent the records maintained for any such series account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof, and if the limited liability company agreement so provides, and if notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the certificate of formation of the limited liability company, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and, unless otherwise provided in the limited liability company agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series.
Source: delcode.delaware.gov, 6 Del. C. § 18-215(b); delcode.delaware.gov Title 6, ch. 18, Subchapter II page, captured October 2, 2026
Delaware filing mechanics: A registered series is formed by filing a certificate of registered series naming the LLC and the series; protected series rely on liability notice in the certificate of formation, which need not name any specific series. (source)
A registered series is formed by the filing of a certificate of registered series in the office of the Secretary of State. […] (d) In order to form a registered series of a limited liability company, a certificate of registered series must be filed in accordance with this subsection. […] (1) A certificate of registered series: a. Shall set forth: 1. The name of the limited liability company; and 2. The name of the registered series. […] (b) Notice of the limitation on liabilities of a registered series as referenced in subsection (c) of this section shall be set forth in the certificate of formation of the limited liability company.
Source: delcode.delaware.gov, 6 Del. C. § 18-218(a), (b), (d)(1); delcode.delaware.gov Title 6, ch. 18, Subchapter II page, captured October 2, 2026
How do Texas and Wyoming express series authorization differently?
Texas authorizes series: a company agreement may establish one or more designated series of members, managers, membership interests or assets (BOC §101.601(a)). (source)
(a) A company agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests, or assets that: (1) has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or (2) has a separate business purpose or investment objective.
Source: tcss.legis.texas.gov, Tex. Bus. Orgs. Code §101.601(a); tcss.legis.texas.gov BO.101.htm (Business Organizations Code Chapter 101), Subchapter M. SERIES LIMITED LIABILITY COMPANY, heading 'Sec. 101.601. SERIES OF MEMBERS, MANAGERS, MEMBERSHIP INTERESTS, OR ASSETS.', captured October 2, 2026
Wyoming: An LLC operating agreement may establish or provide for one or more designated series of members, managers, transferable interests or assets (W.S. 17-29-211(a)). (source)
An operating agreement may establish or provide for the establishment of one (1) or more designated series of members, managers, transferable interests or assets.
Source: wyoleg.gov, W.S. 17-29-211(a) (wyoleg.gov Title 17 PDF p. 692), captured October 2, 2026
Each state uses its own quoted terms.
What does Wyoming require for disclosure timing and the registered agent?
Creation of a series must be disclosed to the SoS in the initial articles of organization or an amendment within 30 days (SoS Rules ch. 5 §2(a)(i)); the liability notice goes in the articles (W.S. 17-29-211(c)(iii)). (source)
The creation of any series pursuant to W.S. 17-29-211 shall be disclosed to the Secretary of State in either the initial articles of organization or an amendment to the articles of organization within thirty (30) days of establishment of the series.
Source: sos.wyo.gov, SoS Business Entities Rules ch. 5, Section 2(a)(i) (sos.wyo.gov Series_LLC_Rules.pdf PDF p. 2); Section 4(a)(i) (sos.wyo.gov Series_LLC_Rules.pdf PDF p. 3); Section 4(c) (sos.wyo.gov Series_LLC_Rules.pdf PDF p. 4), captured October 2, 2026
Wyoming's registered agent rule: An LLC with series appoints a single registered agent for the LLC and all series; a series may not serve as a registered agent; the agent keeps a list of series and contacts (SoS Rules ch. 5 §3). (source)
(a) For any LLC with series created under W. S. 17-29-211, a single registered agent shall be appointed for the LLC and all series.
Source: sos.wyo.gov, SoS Business Entities Rules ch. 5, Section 3 (sos.wyo.gov Series_LLC_Rules.pdf PDF p. 3), captured October 2, 2026
What do Florida and West Virginia laws say about series LLCs?
Since July 1, 2026, a Florida LLC may establish a protected series with the affirmative vote or consent of all members (ss. 605.2201(1), 605.2802). (source)
With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.
Source: www.leg.state.fl.us, s. 605.2201(1); s. 605.2802, Fla. Stat. (2026); Online Sunshine, The 2026 Florida Statutes, ch. 605 full-chapter page, section 605.2201 ('Establishment of protected series; change of designation.'), captured October 2, 2026
West Virginia authorization: Authorized: with all members' affirmative vote or consent, a West Virginia LLC may establish a protected series by filing a protected series designation. (source)
(a) With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series. (b) To establish a protected series, a limited liability company shall deliver to the Secretary of State for filing a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established.
Source: code.wvlegislature.gov, W. Va. Code §31B-14-201(a)-(c), captured October 3, 2026
West Virginia terminology: The Act provides for protected series and defines a series LLC as an LLC with at least one protected series. (source)
"Protected series", except in the phrase "foreign protected series", means a protected series established under §31B-14-201.
Source: code.wvlegislature.gov, W. Va. Code §31B-14-102, definitions of Protected series and Series limited liability company, captured October 3, 2026
What do Connecticut, Maryland, and Maine state about foreign series?
For a foreign LLC, Connecticut states that the company's governing jurisdiction controls liability of a series of the company (§34-275(a)(3)); no separate series filing rule is stated. (source)
(a) The law of the governing jurisdiction of a foreign limited liability company governs: (1) The internal affairs of the company; (2) the liability of a member as member and a manager as manager for a debt, obligation or other liability of the company; and (3) the liability of a series of the company.
Source: www.cga.ct.gov, Conn. Gen. Stat. § 34-275(a)(3), Part IX (Foreign Limited Liability Companies), captured October 2, 2026
Maryland: A foreign LLC that is a series company must state that status in its Maryland foreign-LLC registration application. (source)
(8) If the foreign limited liability company is a series company, a statement that the company is a series company.
Source: mgaleg.maryland.gov, Md. Code Ann., Corps. & Ass'ns § 4A-1002(b)(8), captured October 2, 2026
Maine: A foreign LLC whose governing agreement establishes designated series must disclose that arrangement and the allocation of series liabilities in its statement of foreign qualification. (source)
J. If the foreign limited liability company is governed by an agreement that establishes or provides for the establishment of designated series having separate rights, powers or duties with respect to specified property or obligations of the foreign limited liability company or profits and losses associated with specified property or obligations, a statement to that effect. In addition, the statement must declare whether the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series, if any, are enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally or any other series thereof, and whether any of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the foreign limited liability company generally or any other series thereof are enforceable against the assets of such series. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).]
Source: legislature.maine.gov, 31 M.R.S. §1622(2)(J), captured October 2, 2026
What does this comparison not establish?
This comparison does not establish a nationwide authorization total.
- Nationwide authorization totals and complete jurisdiction lists are outside scope.
- No affirmative foreign series statement is treated as proof that domestic series formation is unavailable.
- No state is ranked or recommended.
- No tax treatment or liability outcome conclusion is made.
- Filing charges are outside this comparison and appear separately in Series LLC Formation Fees by State.
The comparison is descriptive and is not legal advice. Business Formation Exposure provides the wider formation context.