What Is A Series LLC? Tips And Strategies (2026)

What a Series LLC Is

A series LLC consists of two parts. A master LLC, also called a parent LLC, contains multiple series, also called cells or children. This structure may replace multiple separate LLCs.

How the Individual Series Work

The master LLC has overall control and legal responsibility for all the series. However, each series has separate liabilities. Creditors of a series can only pursue the assets of that specific series. For example, Delaware law states that the debts and liabilities of a series are not enforceable against assets of “the LLC generally or any other series.”

Wisconsin may be an exception. Its laws allow LLCs to have a series of interests, but they do not explicitly compartmentalize series liabilities.

Where You Can Form a Series LLC

21 states permit the formation of a series LLC:

• Delaware
• Illinois
• Texas
• Nevada
• Utah
• Iowa
• Wisconsin
• Nebraska
• Oklahoma
• Tennessee
• Alabama
• Indiana
• Kansas
• Missouri
• Montana
• North Dakota
• Wyoming
• Virginia
• Arkansas
• Ohio
• South Dakota

You can also file a series LLC in Washington, D.C., and Puerto Rico.

How to Form a Series LLC

You typically designate a series LLC in the articles of organization. What are articles of organization? These documents form an LLC.

States following the Delaware model only require the LLC members to file paperwork and pay fees for the master or parent LLC. This model makes a series LLC significantly less expensive and less burdensome than multiple separate LLCs.

Some states follow the Illinois model in which the LLC must register each cell with the state. For example, in Illinois, the parent files articles of organization, and each series files a Certificate of Designation. The parent and each series pay a filing fee and annual fees.

The Illinois model still provides compartmentalized liability. However, the cost and paperwork burden in these states is significantly higher than in those that follow the Delaware model.

Advantages and Risks to Weigh

The advantages of series LLCs are asset protection and, in states using the Delaware model, reduced paperwork and costs. A properly run series LLC creates no additional risks compared to a non-series LLC.

However, piercing the corporate veil is a viable strategy for overcoming the liability walls when series commingle assets. LLCs can reduce this risk by maintaining separate finances for each series.

Is a Series LLC Right for You?

Series LLCs were designed for businesses like property developers that work on separate projects with distinct assets and liabilities. If your business only has a single purpose or project, a series LLC might needlessly complicate its structure. However, if your business has discrete projects, each creating distinguishable liabilities or debts, a series LLC could protect a project’s assets.