Which States Allow Series LLCs? A 2025 Guide

Thinking about forming a Series LLC? You're not alone. This unique business structure has been gaining traction over the years, offering entrepreneurs and investors a way to separate assets and liabilities across different "series" within a single LLC. But there’s one big catch: not all states recognize them, and even among those that do, the rules vary.

In this guide, we’ll break down which states allow Series LLCs in 2025, where the legal landscape stands, and what to consider before forming one. If you're wondering whether a Series LLC is the right fit for your business, this guide will give you a clear, practical answer.

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What Is a Series LLC?

A Series LLC is an advanced type of limited liability company (LLC) that allows business owners to create separate "series" or divisions within a single LLC. Each series can have its own assets, liabilities, members, and operations—and in theory, those liabilities stay separate.

Structure and Operation

At its core, a Series LLC consists of a "master" LLC that serves as the umbrella organization, with individual series operating beneath it. Think of it as a parent company with multiple subsidiaries, but with significantly streamlined formation requirements and reduced costs. Each series maintains separate records, bank accounts, and operating agreements while benefiting from the legal foundation of the master LLC.

The legal separation between series is often referred to as a "internal liability shield" or "horizontal liability protection," meaning that if one series faces legal action or financial troubles, the assets of other series remain protected. This is perhaps the most significant advantage of the Series LLC structure.

Key Advantages

1. Enhanced Asset Protection: The ability to segregate assets and liabilities between series provides stronger protection than simply owning multiple assets within a single LLC.
2. Cost Efficiency: Instead of forming and maintaining multiple separate LLCs—each with its own filing fees, annual reports, and registered agent costs—a Series LLC allows for multiple protected entities under one primary registration.
3. Administrative Simplicity: A Series LLC typically requires just one formation filing, one registered agent, and one state annual report, significantly reducing paperwork and compliance requirements.
4. Flexibility: New series can be added without filing additional formation documents with the state, allowing businesses to expand their operations with minimal bureaucratic friction.

Potential Disadvantages

Despite their benefits, Series LLCs come with important considerations:

1. Legal Uncertainty: As a relatively new business structure, Series LLCs have limited case law establishing how courts will interpret their liability shields during legal challenges.
2. Interstate Recognition Issues: Series LLCs formed in one state may not be recognized as having separate liability shields when operating in states that don't have Series LLC legislation.
3. Banking Complications: Some financial institutions remain unfamiliar with Series LLCs, potentially making it difficult to establish separate banking relationships for each series.
4. Tax Complexity: While the IRS has provided some guidance on Series LLC taxation (treating each series as potentially separate taxpayers), state-level tax treatment varies significantly.

As we move through this guide, we'll explore which states have embraced this innovative business structure, the specific requirements of each, and how to navigate the complexities of operating a Series LLC in today's business environment.

States That Currently Allow Series LLCs

As of 2025, Series LLCs are available in a growing but still limited number of states. Each jurisdiction has developed its own approach to Series LLC legislation, with varying requirements, protections, and terminology. Here's a comprehensive breakdown of the states where you can form a Series LLC, along with their specific provisions:

Delaware

Year Enacted: 1996
Key Provisions:

• As the pioneer of Series LLCs, Delaware offers robust protection and well-established precedent
• No requirement to file certificates for individual series
• Each series can have different members, assets, and operating agreements
• Annual franchise tax of $300 for the master LLC, regardless of number of series
• Records must be maintained to clearly show which assets belong to each series

Delaware remains the gold standard for Series LLCs, with its legislation serving as a model for many other states. Its business-friendly court system and extensive case law make it a preferred choice for sophisticated business structures.

Illinois

Year Enacted: 2005
Key Provisions:

• Requires the operating agreement to establish the series
• Each series must have a separate operating agreement and maintain separate records
• Requires a Certificate of Designation for each series ($50 filing fee)
• Annual report fee of $75 for the master LLC plus $50 for each series
• Requires that the name of each series contain the complete name of the master LLC

Illinois offers robust Series LLC protection but with more administrative requirements than Delaware, making it slightly more burdensome for businesses with numerous series.

Texas

Year Enacted: 2009
Key Provisions:

• No separate filing required for individual series
• Annual franchise tax based on combined revenue of all series
• Requires clear records delineating assets between series
• Each series can have different business purposes and management structures
• Name of each series must contain the name of the master LLC

Texas provides a business-friendly environment for Series LLCs with relatively low formation costs and annual fees.

Nevada

Year Enacted: 2005
Key Provisions:

• No state income tax, making it attractive for certain business models
• $75 filing fee for the Articles of Organization
• $350 annual fee for the master LLC
• No separate filing fees for individual series
• Strong privacy protections for business owners

Nevada's combination of privacy, asset protection, and favorable tax environment makes it a popular choice for Series LLC formation.

Utah

Year Enacted: 2006
Key Provisions:

• $70 filing fee for the master LLC
• No separate filing requirements for individual series
• Annual renewal fee of $20 for the master LLC
• Clear statutory language regarding the separation of liabilities
• Requires maintaining separate records for each series

Utah offers one of the most cost-effective environments for Series LLC formation and maintenance.

Oklahoma

Year Enacted: 2004
Key Provisions:

• $100 filing fee for the master LLC
• No requirement to file documents for individual series
• Annual report fee of $25 for the master LLC
• Requires specific language in the operating agreement establishing each series
• Strong statutory protection for the internal liability shields

Oklahoma provides a straightforward regulatory framework with minimal ongoing compliance costs.

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Tennessee

Year Enacted: 2018
Key Provisions:

• $300 filing fee for the master LLC
• Annual report fee of $300 for the master LLC plus $50 per series
• Requires maintaining separate records for each series
• Clear statutory guidelines for establishing distinct series
• Each series can have different management structures

As a more recent adopter, Tennessee's legislation incorporates lessons learned from earlier Series LLC states.

Other States with Series LLC Legislation:

• Alabama (2019)
• District of Columbia (2011)
• Indiana (2016)
• Iowa (2008)
• Kansas (2012)
• Missouri (2013)
• Montana (2013)
• Nebraska (2010)
• North Dakota (2015)
• Puerto Rico (2009)
• Virginia (2020)
• Wyoming (2018)

Each of these jurisdictions has its own unique provisions, filing requirements, and costs associated with forming and maintaining a Series LLC.

When choosing a state for Series LLC formation, consider not only where you'll be doing business but also which state's legal framework best aligns with your specific needs for asset protection, management flexibility, and cost efficiency.

States with Limited Recognition or Uncertainty

While some states do not allow the formation of Series LLCs, they may still recognize Series LLCs formed in other states. However, this recognition often comes with limitations, additional regulations, or legal uncertainty.

The following states do not allow Series LLC formation but may permit foreign Series LLCs to operate under certain conditions:

• California – Does not allow the formation of Series LLCs but recognizes those formed in other states. However, California imposes an $800 annual franchise tax per series, which can make operating a Series LLC costly.
• New York – Does not formally recognize Series LLCs and has no statutes addressing them. While a foreign Series LLC may register, liability protections are not guaranteed in New York courts.
• Florida – Allows Series LLCs to register as foreign entities but provides no statutory liability separation between series, making it legally risky.
• North Carolina – No formal Series LLC legislation, but it does allow foreign Series LLCs to register and operate. However, legal protections are unclear.
• Arizona – Allows foreign Series LLCs to register, but state courts have not fully tested their liability protections.

If you plan to operate in these states, you should carefully evaluate the risks. Even if a state permits foreign Series LLCs to register, courts may not uphold the liability separation between series, which could put your business at risk in the event of a lawsuit.

States That Do Not Allow Series LLCs

Some states explicitly prohibit Series LLCs and do not recognize them in any capacity. If you operate in these states, you will need to form separate LLCs for each business rather than relying on a Series LLC structure.

• Colorado – The state does not recognize or allow Series LLCs.
• South Carolina – No legislation permitting Series LLCs and no legal recognition of them.
• Alaska – Explicitly prohibits Series LLCs.
• Pennsylvania – Does not allow Series LLC formation, and legal protections are unclear.
• Louisiana – No Series LLC statute, and courts have rejected liability protections for them.
• Washington – No legal framework for Series LLCs, and existing LLC laws suggest strong resistance to them.

If you operate in one of these states, the best approach is to form separate LLCs for each business venture or consider alternative legal structures such as a holding company with subsidiaries.

Key Considerations for Business Owners

A Series LLC can be a powerful tool for business owners—but only in the right states and under the right conditions. Before setting up a Series LLC, consider these critical factors:

1. Does a Series LLC Really Provide Liability Protection?

• While some states claim that each “series” is legally separate, there are few court cases to prove this holds up nationwide.
• If a lawsuit challenges the separation of series in a state that does not fully recognize them, all assets in the Series LLC may be at risk.
• Best practice: Keep separate banking, accounting, and contracts for each series to strengthen the liability barrier.

2. How Does a Series LLC Affect Taxes?

• The IRS does not automatically treat each series as a separate entity for tax purposes. However, some series may elect to be taxed separately depending on their structure.
• Some states allow a single tax filing for a Series LLC, while others require separate tax filings for each series.
• If a Series LLC operates in multiple states, tax compliance can be complicated and may negate the cost savings of the structure.

3. What If You Want to Do Business in a State That Doesn’t Allow Series LLCs?

• If you form a Series LLC in a friendly state (e.g., Texas or Delaware) but operate in a state that does not recognize Series LLCs (e.g., Pennsylvania), you may lose liability protections in that state.
• You may need to register as a foreign entity, and some states will treat your Series LLC as a regular LLC—removing the key benefit of separate series liability.

4. Will Banks and Investors Recognize Your Series LLC?

• Some banks hesitate to open separate accounts for each series because they are unfamiliar with the structure.
• Investors and lenders may be reluctant to work with a Series LLC due to legal uncertainty.
• Solution: Clarify the structure with financial institutions in advance and consider using a traditional LLC or corporate structure if seeking investors.

Real-World Example: How Entrepreneurs Use Series LLCs

Case Study: A Real Estate Investor’s Experience

Michael, a real estate investor, owns three rental properties in Texas, Florida, and Illinois. Instead of forming three separate LLCs, he sets up a Texas Series LLC and assigns each property to a different series:

• Series A: Texas rental
• Series B: Florida rental
• Series C: Illinois rental

This setup saves him thousands in filing fees and administrative costs. However, since Florida does not provide clear liability protection for Series LLCs, Michael takes extra precautions:

• He maintains separate bank accounts for each series.
• He uses distinct contracts for tenants under each series.
• He purchases umbrella insurance to protect against any legal uncertainties.

By carefully structuring his Series LLC, Michael maximizes the benefits while mitigating risks.

Final Thoughts: Is a Series LLC Right for You?

A Series LLC can be a powerful business structure—but it’s not for everyone.

Best for:

• Business owners operating in states that fully recognize Series LLCs (Texas, Delaware, Nevada, etc.)
• Entrepreneurs with multiple assets (e.g., real estate investors, e-commerce brands, franchise owners)
• Those seeking cost savings on LLC formations and annual fees

May not be ideal if:

• You plan to operate in states that don’t recognize Series LLCs (California, Pennsylvania, Washington, etc.)
• You need outside investment or financing (banks and investors may prefer traditional LLCs)
• You want absolute legal certainty about liability protections

Before forming a Series LLC, consult a legal expert to ensure it aligns with your business goals and legal requirements.

FAQs About Series LLCs in 2025

Can a Series LLC operate across multiple states?

Yes, but protections vary by state. If your Series LLC is formed in a recognized state but does business in a state that does not allow them, the liability protections might not hold up.

How do banks handle Series LLC accounts?

Some banks allow separate accounts for each series, while others require one account for the entire LLC. It’s best to call ahead and verify.

Are there federal tax changes impacting Series LLCs?

As of 2025, the IRS does not treat each series as a separate entity by default. However, some series may elect to be taxed separately depending on their structure.

What’s the best alternative if my state doesn’t allow them?

If your state doesn’t allow Series LLCs, consider:

• Traditional LLCs: Form separate LLCs for each business entity.
• Holding Company Structures: Set up a parent LLC with individual subsidiaries.
• Land Trusts or Asset Protection Trusts: Common for real estate investors looking for similar benefits.

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