Protected and Registered Series LLC Formation Requirements by State
May an ordinary domestic limited liability company establish a liability-segregated protected, registered, or designated series, and what formation, public-record, asset-association, and statutory-segregation conditions apply?
Jurisdictions
48 of 51 verified so far
Statutes checked
Every entry, oldest check September 27, 2026
Columns
10 per state
Access
Free, no account needed
What this survey covers
A series statute may let one LLC create multiple series with separate assets and obligations. The table compares how an ordinary domestic LLC establishes a series and which filings and records the statute ties to its liability rule. It does not decide whether a particular series will withstand a creditor claim.
Why the columns differ
Florida uses a filed protected-series designation after unanimous member approval; the designation establishes the series when effective. Fla. Stat. § 605.2201 (accessed September 27, 2026).
Delaware distinguishes agreement-established protected series from registered series with a separately filed certificate. 6 Del. C. §§ 18-215, 18-218 (accessed September 27, 2026).
Nevada permits series authorization in articles or an operating agreement and allows a series to be created by adopting its operating agreement without separate articles. The parent articles must state that the LLC is authorized to have series; the statutory asset limitation requires separate records, asset accounting, and limitation language. NRS 86.161, 86.296 (accessed September 27, 2026).
State by state
Every column answered the same way for each jurisdiction. Open a state for the full page, with the statute text and the date it was checked.
Scroll sideways in the table to see all columns →
| State | Governing act and covered entity | Domestic series route | Parent LLC authorization and notice | Who creates a series and when | Series-level public filing | Series name | Records and associated assets | Statutory asset segregation | Changes and termination | Outside scope and effect limits |
|---|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-09-27 | Ala. Code §§ 10A-5A-1.01, -11.01; ordinary domestic LLC may establish designated series of assets by LLC agreement. |
Designated series of assets under § 10A-5A-11.01(a); statutory limits conditional on § 10A-5A-11.02(b). |
Parent certificate states LLC may have series subject to liability limits (§§ 10A-5A-2.01(a)(5), -11.02(b)(3)); agreement states limits (§ 11.02(b)(2)); notice need not identify a series (§ 11.04). |
LLC agreement establishes or provides for series (§ 11.01(a)); member association follows agreement, Article 10 transaction, or consent of all members associated with series (§ 11.01(c)); parent LLC forms when its certificate becomes effective (§ 2.01(b)). |
Parent certificate filed with Secretary of State (§ 2.01(a),(e)); its series statement is public notice (§ 2.01(c)); Article 11 states no per-series certificate, signer, or fee. |
Article 11 states no mandatory separate series name, parent-link indicator, or distinguishability filing; § 11.04 says parent notice need not reference a specific series. |
Separate asset accounting required (§ 11.02(b)(1)); objectively determinable listing, category, quantity, or formula suffices (§ 11.03(b)); assets may be held in series or parent name (§ 11.03(a)). |
Series debts reach series assets only; parent/other-series debts do not reach series assets, only if all three § 11.02(b) conditions hold. |
Parent certificate amendable (§ 2.02); series may dissolve without parent dissolution (§ 11.08); events include agreement, associated-member consent, parent dissolution, and 90 days after last member dissociates (§ 11.09); reinstatement consent follows § 11.15. |
Statutory direction depends on § 11.02(b); no conclusion here on foreign recognition, tax, bankruptcy, contracts, or actual creditor recovery. |
| Alaska verified 2026-09-27 | Alaska Revised LLC Act, AS ch. 10.50; current Title 10 index lists it as the ordinary domestic LLC act (§§ 10.50.010, .070). |
No domestic protected, registered, or designated series route in current complete AS ch. 10.50 or official Title 10 chapter index. |
Ordinary articles state LLC name, purpose, agent/office, manager status, and optional lawful internal provisions; no statutory parent-series notice (§ 10.50.075). |
N/A to domestic series; organizers sign and deliver ordinary articles, and LLC organizes on delivery for filing (§§ 10.50.070, .080). |
N/A to domestic series; AS 10.50.070-.080 supplies only ordinary LLC articles. |
N/A to domestic series; ordinary LLC name includes “limited liability company” or an accepted abbreviation (§ 10.50.020(a)). |
N/A to statutory series; LLC property is company property and is held and conveyed in the company name (§ 10.50.350). |
Section 10.50.350 locates property in the LLC; § 10.50.265 protects members solely by their membership status. |
N/A to domestic series; LLC may file ordinary articles of amendment (§ 10.50.100(b)). |
Domestic-formation finding only; foreign recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| Arizona verified 2026-09-27 | Arizona Limited Liability Company Act, Title 29, Chapter 7; § 29-3201 forms an ordinary LLC; the current title index lists no series heading. |
No domestic protected/registered/designated-series route in current Chapter 7; § 29-3201 provides ordinary LLC articles. |
Ordinary articles contain name, principal address, agent, management, and listed managers/members (§ 29-3201(B)); operating agreement governs internal affairs (§ 29-3105(A)); series notice N/A. |
N/A to series; organizer files ordinary LLC articles, effective when articles become effective (§ 29-3201(A), (D)). |
N/A to series; separate ordinary articles for an LLC under § 29-3201(A)–(B). |
N/A to series; ordinary articles state the LLC name (§ 29-3201(B)(1)). |
N/A to domestic series; § 29-3201(E) addresses parent and subsidiary LLCs, not series assets. |
N/A to domestic series; current Chapter 7 provides no parent/series segregation rule. |
N/A to series; § 29-3201 creates ordinary LLCs, with no series designation to change or terminate. |
Domestic Arizona LLC Act finding only; foreign series, tax, bankruptcy, contracts, and creditor outcomes require separate law and facts. |
| Arkansas verified 2026-09-27 | Ark. Code §§ 4-37-101 et seq. Uniform Protected Series Act and 4-38-101 et seq. ordinary LLC act. |
Domestic LLC may establish protected series by all-member vote/consent and filed designation (§ 4-37-201(a)-(c)). |
Parent LLC formed under § 4-38-201; protected-series designation is the separate public record (§ 4-37-201(b)); operating agreement governs series affairs (§ 4-37-106). |
All members approve; company signs designation; series established when designation takes effect under § 4-38-207 (§ 4-37-201). |
Designation filed with Secretary of State, states parent and series names, signed by authorized person (§ 4-37-201(b),(e)); effective under § 4-38-207. |
Name begins with full parent name and contains “Protected Series,” “P.S.,” or “PS”; also follows LLC name standard (§ 4-37-202). |
Series asset records identify asset, acquisition, and interseries consideration; titled associated assets may not sit in parent/other-series name (§ 4-37-301). |
Parent and series debts allocated separately (§ 4-37-401(b)); creditor can reach nonassociated assets under § 4-37-404. |
Name changes by company-signed designation change (§ 4-37-201(d)); dissolution events and optional dissolution/cancellation records (§§ 4-37-501 to -502). |
§ 4-37-404 permits reach to nonassociated assets in stated cases; foreign recognition, tax, bankruptcy, contracts, and actual recovery require separate analysis. |
| California verified 2026-09-27 | Cal. Corp. Code tit. 2.6, §§ 17701.02, 17702.01; ordinary domestic LLC formation; no domestic protected/registered series route in current title. |
No protected, registered, or designated domestic series provision in current Corp. Code tit. 2.6; § 17702.01 forms an LLC by filed articles. |
Ordinary LLC articles state required information under § 17702.01(b); operating agreement governs LLC internal affairs under § 17701.10(a). Series-specific column N/A under the title-level domestic-route finding. |
No domestic series-creation procedure in title 2.6; an ordinary LLC forms when articles are filed (§ 17702.01(a), (d)). |
No series-level filing in title 2.6; ordinary LLC articles are signed by organizer and delivered to Secretary of State (§ 17702.01(a)). |
N/A to the domestic route; ordinary LLC articles state a name complying with § 17701.08 (§ 17702.01(b)(2)). |
N/A to the domestic route; ordinary LLC formation is governed by § 17702.01. |
No parent/series statutory segregation provision in current title 2.6; ordinary LLC formation alone creates one LLC (§ 17702.01). |
No series amendment or termination record in title 2.6; ordinary LLC dissolution and winding up follow § 17707.01. |
This title-level domestic-route finding does not decide foreign-series recognition, tax, bankruptcy, or a creditor claim. |
| Colorado verified 2026-09-27 | Colo. Rev. Stat. §§ 7-80-101, -102(7), -203; ordinary domestic LLC under Article 80. |
No domestic series route in current Title 7; § 7-80-203(1) provides ordinary LLC formation by articles. |
Ordinary articles list company details (§ 7-80-204(1)); an operating agreement governs company affairs subject to law (§ 7-80-108(1)(a)); series notice N/A. |
N/A to domestic series; one or more persons deliver ordinary LLC articles for filing (§ 7-80-203(1)). |
N/A to domestic series; § 7-80-204(1) specifies ordinary LLC articles, without a series designation. |
N/A to domestic series; ordinary articles state the LLC's domestic entity name (§ 7-80-204(1)(a)). |
N/A to domestic series; current Title 7 provides no domestic series asset-association procedure. |
N/A to domestic series; § 7-80-108(1)(a) addresses operating-agreement terms for the ordinary LLC, subject to law. |
N/A to domestic series; ordinary articles may include other company matters (§ 7-80-204(1)(h)). |
This domestic-formation finding does not decide foreign-series treatment, tax, bankruptcy, contractual remedies, or actual creditor recovery. |
| Connecticut verified 2026-09-27 | Conn. Gen. Stat. §§ 34-243 to -283d, Connecticut Uniform LLC Act; domestic LLC defined in § 34-243a(12). |
No domestic series formation route in current Chapter 613a; § 34-247(a), (d) forms an ordinary LLC through a certificate. |
Ordinary certificate states LLC name, principal office, and agent (§ 34-247(b)(1)-(3)); agreement governs company affairs (§ 34-243d(a)); series notice N/A. |
N/A to domestic series; one or more organizers deliver ordinary certificate; LLC forms on filing (§ 34-247(a), (d)). |
N/A to domestic series; § 34-247(b) specifies ordinary LLC certificate, without a series designation. |
N/A to domestic series; ordinary certificate states LLC name (§ 34-247(b)(1)). |
N/A to domestic series; § 34-247 addresses ordinary LLC certificate, not series asset-association records. |
N/A to domestic series; § 34-275(a)(3) assigns foreign-series liability to the foreign LLC's governing jurisdiction. |
N/A to domestic series; ordinary certificate may contain other statements subject to statutory limits (§ 34-247(c)). |
Foreign-series liability is a separate choice-of-law question (§ 34-275(a)(3)); this cell does not decide recognition, tax, bankruptcy, contracts, or creditor recovery. |
| Delaware verified 2026-09-27 | Delaware LLC Act, 6 Del. C. ch. 18; parent LLC, agreement-established protected series, and filed registered series (§§ 18-201, -215, -218). |
Agreement may establish a protected series under § 18-215(b); a registered series forms by filing its certificate under § 18-218(a), (d). |
LLC agreement authorizes series; parent certificate must state series liability-limitation notice for protected or registered segregation (§§ 18-215(b), -218(b)). |
Agreement establishes/provides for protected series; registered series forms on certificate filing, effective then or at a stated later time (§§ 18-215(a)-(b), -218(a), (d)(2)). |
Registered certificate states parent and series names, is executed by authorized person, and costs $70 to file (§§ 18-204(a), -218(d), -1105(a)(3)); protected route uses agreement and parent notice. |
Registered name begins with full parent LLC name and must be distinguishable on Secretary of State records, subject to statutory details (§ 18-218(e)(1), (3)). |
Both routes require records accounting separately for associated assets; objective identification can use listing, category, quantity, or formula (§§ 18-215(b), -218(c)). |
Protected: agreement, parent notice, and separate asset records; registered: parent notice and separate asset records. Both state series-to-parent/other-series and converse asset limits, subject to agreement terms (§§ 18-215(b), -218(b)-(c)). |
Protected series may terminate separately; registered series may dissolve separately and its certificate may be amended/canceled (§§ 18-215(b)(9), -218(c)(9), (d)(3), (7)). |
Domestic statutory conditions only; foreign recognition, tax, bankruptcy, creditor outcomes, and contractual recourse require separate law and facts. |
| District of Columbia verified 2026-09-27 | D.C. Code ch. 29-8, §§ 29-802.01, .06; domestic LLC and designated series of members, managers, or interests. |
Operating agreement may establish designated series; statutory series liability limit requires four § 29-802.06(b) conditions and a filed designation. |
Agreement establishes series; parent certificate states if series liabilities are limited to series assets (§§ 29-802.01(b)(3), -802.06(a), (b)(3)). |
Agreement establishes series; series forms when Mayor files designation certificate, or at its delayed effective date (§ 29-802.06(a), (e)). |
Certificate of series designation states unique parent-linked name and differing office/agent details; LLC delivers it with requisite fee; filing conclusively forms series (§ 29-802.06(b)(4), (d)-(e)). |
Each designation has a different series name containing the entire LLC name and meeting general name rules (§ 29-802.06(d)(1)). |
Maintain distinct parent/series records; hold and account separately for associated assets, including indirect or nominee holdings (§ 29-802.06(b)(1)-(2)). |
Series liabilities are solely series liabilities, not parent/other-series liabilities, if separate records, asset accounting, parent notice, and designation filing/fee all hold (§ 29-802.06(b)). |
A series may dissolve and wind up without dissolving parent or other series, except as § 29-807.01 provides (§ 29-802.06(n)). |
Domestic statutory formation and stated liability direction only; foreign recognition, tax, bankruptcy, contracts, and actual recovery require separate law and facts. |
| Florida verified 2026-09-27 | Fla. Stat. §§ 605.2101–.2802; an ordinary domestic LLC and each filed protected series, treated as distinct persons under § 605.2103. |
Filed protected-series designation route under § 605.2201; the cited domestic provisions establish this protected-series type. |
Company operating agreement governs series internal affairs (§ 605.2106); public series designation states parent and series names (§ 605.2201(2)). |
Default affirmative vote or consent of all members; operating agreement may vary approval manner; company-signed designation establishes series when effective (§§ 605.2107(1)(i), .2201(1)-(3)). |
Company-signed designation filed with Department states parent and series names plus required information; establishment on filing effectiveness (§ 605.2201(2)-(3)); no specific fee stated there. |
Name begins with full parent LLC name and contains “protected series,” “P.S.,” or “PS”; also follows general LLC naming rule (§ 605.2202). |
§ 605.2301 requires records identifying each asset, acquisition source/time, and interseries consideration; permitted organization by list, category, type, quantity, formula, or other reasonable method. |
Parent and series obligations ordinarily belong to their own person (§ 605.2401); § 605.2404 allows stated enforcement against a non-associated asset, with asset-association proof on the asserting party. |
Designation changes need company-signed statement (§ 605.2201(4)-(5)); dissolution triggers in § 605.2501; optional articles of dissolution and post-winding-up designation cancellation under § 605.2502. |
§ 605.2402 preserves claim-disregard principles and distinguishes failure of formalities; actual creditor recovery and external-law outcomes require separate analysis. |
| Georgia verified 2026-09-27 | O.C.G.A. Ch. 14-11, §§ 14-11-101, -203, -602; ordinary domestic LLC; no current protected/registered series route. |
Current Chapter 14-11 has no protected/registered domestic series section; § 14-11-203 forms an ordinary LLC. |
Ordinary articles filed under § 14-11-203; series-specific parent notice N/A under current domestic route. |
N/A to domestic series; organizer delivers ordinary LLC articles and the LLC forms when articles become effective (§ 14-11-203). |
N/A to domestic series; ordinary LLC articles are delivered to Secretary of State (§ 14-11-203). |
N/A to domestic series; current Chapter 14-11 forms an ordinary LLC under § 14-11-203. |
N/A to domestic series; § 14-11-203 supplies the ordinary LLC formation route. |
N/A to domestic series under current Chapter 14-11; ordinary LLC formation follows § 14-11-203. |
N/A to domestic series; ordinary LLC dissolution and winding up follow § 14-11-602. |
Domestic-route finding does not determine foreign-series recognition, tax, bankruptcy, or actual creditor recovery. |
| Hawaii verified 2026-09-27 | HRS ch. 428, Uniform Limited Liability Company Act; ordinary LLC is distinct from its members (§§ 428-201, -202). |
No domestic series route in current complete Chapter 428 and Volume 8 chapter indexes; § 428-202 establishes an ordinary LLC. |
Ordinary articles state listed LLC information and may include agreement terms; no statutory parent-series notice or authorization (§ 428-203(a)-(b)). |
N/A to domestic series; one or more organizers deliver ordinary articles, with LLC existence beginning on filing (§ 428-202(a)-(b)). |
N/A to domestic series; ordinary articles go to the director, whose filing proves organizational prerequisites (§ 428-202). |
N/A to domestic series; ordinary articles state the LLC name (§ 428-203(a)(1)). |
N/A to domestic series; Chapter 428 has no series asset-association record requirement. |
No parent/series or interseries liability-segregation rule in current Chapter 428; § 428-201 addresses ordinary LLC identity. |
N/A to domestic series; Chapter 428 has no series designation or termination filing. |
Domestic-formation finding only; foreign-series recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| Idaho verified 2026-09-27 | Idaho Code, Title 30, ch. 25, Idaho Uniform Limited Liability Company Act; ordinary domestic LLC (§§ 30-25-101, -201). |
No domestic protected/registered/designated series route in current complete Chapter 25 and Title 30 index; § 30-25-201 forms an ordinary LLC. |
Ordinary certificate may add terms within statutory limits; no domestic series authorization or liability notice procedure (§ 30-25-201(c)). |
N/A to domestic series; one or more organizers deliver an ordinary LLC certificate, and the LLC forms when it takes effect (§ 30-25-201(a),(d)). |
N/A to domestic series; the statute names an ordinary certificate of organization and bars operating-agreement filing (§ 30-25-201(a),(c)). |
N/A to domestic series; ordinary certificate states the LLC name (§ 30-25-201(b)(1)). |
N/A to domestic series; Chapter 25 contains no statutory series asset-association procedure. |
No parent/series or interseries segregation rule in current Chapter 25; § 30-25-201 addresses formation of the ordinary LLC. |
N/A to domestic series; current Chapter 25 has no series designation, cancellation, or series winding-up record. |
Domestic-formation finding only; foreign-series recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| Illinois verified 2026-09-27 | 805 ILCS 180/37-40; ordinary Illinois LLC and designated series with limited liability. |
Operating agreement may establish series; limited-liability series requires filed certificate of designation for each series (§ 37-40(a)-(b), (d)). |
Agreement establishes series and states liability limitation; parent articles give public notice of that limitation (§ 37-40(a)-(b)). |
Operating agreement provides the route; series with limited liability begins on filing its certificate of designation (§ 37-40(a), (d)); no universal vote stated there. |
Certificate states series name and, if different from parent, manager names/business addresses; executed by LLC or authorized person; $50 (§§ 37-40(d), 50-10(b)(17)). |
Limited-liability series name begins with full parent LLC name and is distinguishable from names of other series (§ 37-40(c)). |
Separate and distinct series records; associated assets held directly or indirectly and accounted for separately from parent and other series (§ 37-40(b)). |
Separate records/assets, agreement limitation, parent-articles notice, and series certificate condition separation; reverse direction defaults unless agreement varies; express joint liability by contract remains (§ 37-40(b)). |
File designation to change series name or distinct manager list, or dissolve series; series can wind up without parent dissolution unless agreement changes rule (§ 37-40(d), (m)). |
§ 37-40(b) permits express joint liability by contract and tax elections where allowed; actual creditor recovery or foreign recognition needs separate analysis. |
| Indiana verified 2026-09-27 | Ind. Code arts. 23-18 and 23-18.1; master LLC and separately filed series (§§ 23-18.1-1-4, -2-5, -6-2). |
Filed designated series under art. 23-18.1; each series requires articles of designation (§§ 23-18.1-4-2, -6-2). |
Master articles authorize series and state liability-limitation notice; operating agreement is required and must provide for series and limitation (§§ 23-18.1-4-1, -5-1(a), -6-1). |
Operating agreement establishes or provides for series; each designation forms the series on filing; existing LLC's parent-articles election needs unanimous members (§§ 23-18.1-3-2, -4-2, -6-2(c)). |
Each series files designation with name and member/manager management; master or authorized signer executes; $20 electronic/$30 other designation fee (§§ 23-18.1-6-2, -6-5; 23-0.5-9-25). |
Master name adds “-S” after corporate ending; series name includes full master name and “series,” distinct from other series and state entity names (§ 23-18.1-6-7). |
Series assets may be held directly, in master's name, or through nominee; records must identify and account for series assets apart from parent/siblings; categories or formulas allowed (§§ 23-18.1-5-1(a)(3), -5-2). |
Series liabilities reach series assets only if agreement, separate records, parent notice, and series designation conditions hold; reverse/sibling limits default unless agreement provides otherwise (§ 23-18.1-5-1). |
Amend series by filed designation change; dissolve by filed designation; series dissolution need not dissolve master, but master dissolution dissolves all series (§§ 23-18.1-6-3, -6-4). |
Domestic art. 23-18.1 route only; foreign series, tax, bankruptcy, contract remedies, and actual creditor recovery require separate law and facts. |
| Iowa verified 2026-09-27 | Iowa Code ch. 489, subch. XIV, Uniform Protected Series Act; protected series is distinct from parent and other series (§§ 489.14101, .14103). |
Domestic LLC may establish protected series by unanimous member vote/consent and filed designation (§ 489.14201(1)-(3)). |
Parent certificate forms LLC under § 489.201; operating agreement governs series internal affairs (§ 489.14106); § 489.14201 calls for a separate designation. |
All members approve; company signs and files designation; series exists when designation takes effect under § 489.207 (§ 489.14201). |
Designation states parent and series names, signed by company (§ 489.14201(2)); other-document fee $5 (§ 489.122(1)(y)); effective on filing or permitted delay (§ 489.207). |
Name begins with full parent LLC name, includes “Protected Series” or “P.S.”/“PS”, and follows § 489.112 (§ 489.14202). |
Series and parent record asset identity, acquisition, and interseries consideration; titled asset cannot be held in the other’s name (§ 489.14301). |
Parent and series liabilities are separately allocated (§ 489.14401(2)); creditor may reach nonassociated assets in stated circumstances (§ 489.14404). |
Signed designation change for parent/series name (§ 489.14201(4)); dissolution events and optional dissolution/cancellation filings (§§ 489.14501-.14502). |
Associated-asset proof and creditor rules in §§ 489.14301, .14404; foreign recognition, tax, bankruptcy, contracts, and outcomes need separate law/facts. |
| Kansas verified 2026-09-27 | Kansas Revised LLC Act, K.S.A. § 17-76,143; designated series of members, managers, interests, or assets. |
Operating agreement provides for designated series; formation requires filed certificate of designation (§ 17-76,143(a),(d)). |
Operating agreement establishes/provides for series; parent articles contain limitation notice, which need not name each series (§ 17-76,143(a)-(c)). |
Agreement supplies series route; certificate filing forms series (§ 17-76,143(a),(d)); no separate statutory approval vote in these provisions. |
Certificate states parent and series names; authorized person signs under § 17-7908(b); filed under § 17-7910; not parent-articles amendment (§ 17-76,143(d)). |
Series certificate name includes parent name and LLC designator; complies with § 17-7918 distinguishability rule (§ 17-76,143(e)). |
Separate asset accounting; reasonable records may identify assets by listing, class, quantity, or formula; series assets may be held in parent/series/nominee name (§ 17-76,143(c)). |
Series-only liability requires agreement, separate asset records, parent notice, and series certificate; reverse shield subject to agreement; parties may contract for wider recourse (§ 17-76,143(c)). |
Certificate amendment for changes; cancellation after series dissolution and winding up; parent cancellation cancels designation (§ 17-76,143(d)(3)-(7)). |
§ 17-76,143(c) permits agreed cross-recourse; foreign recognition, tax, bankruptcy, contracts, and actual creditor recovery need separate analysis. |
| Kentucky verified 2026-09-27 | KRS ch. 275, the Kentucky Limited Liability Company Act (§ 275.001); domestic LLC formed under that chapter (§ 275.015(12)). |
No domestic series formation route in current Chapter 275; § 275.020(1) forms an ordinary LLC by delivering articles. |
Ordinary articles state company name, office/agent, principal-office address, and management form (§ 275.025(1)); operating agreement covers company affairs (§ 275.015(21)); series notice N/A. |
N/A to domestic series; organizer delivers LLC articles; existence begins on filing unless delayed (§ 275.020(1)-(2)). |
N/A to domestic series; § 275.020(1) prescribes ordinary articles delivered to Secretary of State. |
N/A to domestic series; ordinary articles state the LLC name (§ 275.025(1)(a)). |
N/A to domestic series; § 275.025 specifies ordinary LLC articles, not series asset-association records. |
N/A to domestic series; § 275.015(12) defines the domestic LLC formed under Chapter 275. |
N/A to domestic series; ordinary articles may include other lawful agreement terms (§ 275.025(4)). |
This domestic-formation finding does not decide foreign-series treatment, tax, bankruptcy, contracts, or actual creditor recovery. |
| Louisiana verified 2026-09-27 | La. R.S. 12:1301-1369, Chapter 22; domestic LLC is an entity organized under this chapter (§ 12:1301(A)(10)). |
No domestic series route in current Title 12/Chapter 22; § 12:1304(A) forms an ordinary LLC by filing articles and initial report. |
Ordinary articles state LLC name, purpose, and low-profit status (§ 12:1305(B)); operating agreement governs company affairs (§ 12:1301(A)(16)); series notice N/A. |
N/A to domestic series; one or more persons capable of contracting file ordinary articles and initial report (§ 12:1304(A)). |
N/A to domestic series; § 12:1305(A), (E) governs ordinary articles execution and initial-report signature. |
N/A to domestic series; ordinary articles state the LLC name (§ 12:1305(B)(1)). |
N/A to domestic series; § 12:1305 addresses ordinary LLC formation records, without series asset-association rules. |
N/A to domestic series; § 12:1301(A)(10) defines the domestic LLC under Chapter 22. |
N/A to domestic series; ordinary articles may include other lawful provisions (§ 12:1305(C)(6)). |
This domestic-formation finding does not decide foreign-series treatment, tax, bankruptcy, contracts, or actual creditor recovery. |
| Maine verified 2026-09-27 | 31 M.R.S. ch. 21, Limited Liability Companies; ordinary domestic LLC formed under § 1531. |
No domestic series route in current complete Chapter 21 and Title 31 index; § 1531 forms an ordinary LLC. |
Ordinary certificate names LLC and required agent information and may include member-chosen matters; LLC agreement must exist (§ 1531(1)(A)-(B)). |
N/A to domestic series; one or more authorized persons execute the ordinary certificate; LLC forms on filing or specified later time, with substantial compliance (§ 1531(1)(A),(2)). |
N/A to domestic series; ordinary certificate is filed with Secretary of State; filing gives limited statutory notice (§ 1531(1)(A),(3)). |
N/A to domestic series; ordinary certificate states the LLC name (§ 1531(1)(A)(1)). |
N/A to domestic series; Chapter 21 has no statutory series asset-association test. |
No parent/series or interseries liability-segregation rule in current Chapter 21; § 1531(2) makes the ordinary LLC a separate legal entity. |
N/A to domestic series; Chapter 21 has no series designation or termination filing. |
Domestic-formation finding only; foreign-series recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| Maryland verified 2026-09-27 | Md. Code Ann., Corps. & Ass'ns tit. 4A, §§ 4A-101, -202, -204; ordinary domestic LLC; “series company” defined as foreign (§ 4A-101(u)). |
No domestic protected/registered-series formation route in current Title 4A; § 4A-202 forms an LLC through articles. |
Ordinary articles state LLC name, Maryland principal office and resident agent (§ 4A-204(a)); operating agreement concerns members' company affairs (§ 4A-101(q)); series notice N/A. |
N/A to domestic series; ordinary LLC forms when Department accepts articles or on a stated later time (§ 4A-202(a)-(b)). |
N/A to domestic series; ordinary LLC articles are executed and filed with the Department (§ 4A-202(a)). |
N/A to domestic series; ordinary articles state LLC name (§ 4A-204(a)(1)). |
N/A to domestic series; Title 4A's series definition addresses foreign LLCs (§ 4A-101(u)-(v)). |
N/A to domestic series; § 4A-101(v) describes a foreign jurisdiction's series statute, not a domestic asset-segregation route. |
N/A to domestic series; ordinary articles may contain additional lawful provisions (§ 4A-204(a)(3)). |
Foreign series are separately defined in § 4A-101(u)-(v); this domestic-formation finding does not decide their treatment, tax, bankruptcy, contracts, or creditor recovery. |
| Massachusetts verified 2026-09-27 | Mass. Gen. Laws ch. 156C, §§ 2, 12; ordinary domestic LLC; current full chapter index has zero series headings. |
No domestic protected/registered-series formation route in current ch. 156C; § 12 forms one LLC by certificate. |
Ordinary certificate states company name, office, agent, managers/signers, business character (§ 12(a)); operating agreement covers company affairs (§ 2(9)); series notice N/A. |
N/A to series; authorized persons file ordinary LLC certificate; LLC forms on filing or stated later date (§ 12(a)-(b)). |
N/A to series; ordinary certificate of organization filed with state secretary; $500 company filing fee (§ 12(a), (d)). |
N/A to series; ordinary certificate states LLC name (§ 12(a)(1)). |
N/A to domestic series; current ch. 156C has no series asset-association mechanism. |
N/A to domestic series; § 12(b) creates an ordinary separate legal entity. |
N/A to series; ordinary certificate amendment under § 13 and company dissolution under § 43. |
Domestic ch. 156C finding only; foreign series, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| Michigan verified 2026-09-27 | Michigan Limited Liability Company Act, MCL §§ 450.4101, .4102(k), .4202-.4203; ordinary domestic LLC; no series route in current act. |
No domestic protected, registered, or designated series procedure in the current LLC Act; § 450.4202 forms an ordinary LLC. |
Ordinary articles state name, purpose, initial registered office and resident agent, manager management if chosen, and nonperpetual duration (§ 450.4203); no series-specific parent notice. |
N/A to domestic series; organizers file ordinary LLC articles and the LLC begins on their effective date (§ 450.4202). |
N/A to domestic series; § 450.4202 provides an ordinary articles filing. |
N/A to domestic series; ordinary articles state the LLC name (§ 450.4203(1)(a)). |
N/A to domestic series; the current act does not provide series asset-association conditions. |
N/A to domestic series; the current act supplies no parent/series statutory segregation rule. |
N/A to domestic series; ordinary LLC dissolution events appear in § 450.4801. |
Domestic formation finding does not determine treatment of foreign series, tax, bankruptcy, contracts, or actual creditor recovery. |
| Minnesota verified 2026-09-27 | Minn. Stat. ch. 322C, the Minnesota Revised Uniform Limited Liability Company Act (§ 322C.0101); ordinary LLC. |
No domestic protected/registered/designated-series formation route in current Chapter 322C; § 322C.0201 forms an ordinary LLC through articles. |
Ordinary articles state LLC name, initial registered office/agent, and organizers (§ 322C.0201, subd. 2); agreement governs company affairs (§ 322C.0110, subd. 1); series notice N/A. |
N/A to domestic series; one or more organizers sign and file ordinary articles (§ 322C.0201, subd. 1). |
N/A to domestic series; ordinary articles form the LLC when filed with the $135 payment (§ 322C.0201, subd. 4(a)). |
N/A to domestic series; ordinary articles state the LLC name (§ 322C.0201, subd. 2(1)). |
N/A to domestic series; § 322C.0201 addresses an LLC's articles, not series asset-association records. |
N/A to domestic series; § 322C.0104, subd. 1 treats the LLC as distinct from its members. |
N/A to domestic series; ordinary articles may contain other statements (§ 322C.0201, subd. 3). |
This domestic-formation finding does not decide foreign-series recognition, tax, bankruptcy, contracts, or actual creditor recovery. |
| Missouri verified 2026-09-27 | Missouri LLC Act, Mo. Rev. Stat. §§ 347.037, .039, .186; designated series within a domestic LLC. |
Operating agreement establishes/provides for designated series; articles identify each series for limited liability (§ 347.186(1)-(2), (4)). |
Agreement creates series and states liability limit; parent articles carry liability notice and separately identify each limited-liability series (§ 347.186(2)(1)(a), (d)-(f)). |
Agreement governs creation and management; series begins when articles naming it are filed, originally or by amendment (§ 347.186(1), (4)(1)(a); §§ 347.037, .041). |
Series articles repeat § 347.039(1) information; LLC or agreement-designated signer executes; original $100/$45 online, amendment $20 (§§ 347.186(4), 347.039(2), 347.179(1)(1)-(4)). |
Series name contains full LLC name and differs from sibling names in articles; name change by amendment (§ 347.186(3), (4)(1)(c)). |
Keep distinct records for each series and account for its assets separately from parent/siblings, including assets held indirectly or through nominee (§ 347.186(2)(1)(b)-(c)). |
Series-only debt rule requires agreement authority/limit, separate records/accounts, articles notice, and identification; reverse/sibling rule defaults unless agreement varies (§ 347.186(2)); fraudulent-transfer remedies remain (§ 347.186(7)). |
Series name/member-manager changes and dissolution use LLC articles of amendment; series can wind up without parent, but parent dissolution ends series (§ 347.186(4)(1)(c)-(d); § 347.041). |
Domestic § 347.186 route only; § 347.186(7) preserves fraudulent-transfer challenges; foreign series, tax, bankruptcy, contracts, and actual recovery need separate law. |
| Montana verified 2026-09-27 | Montana Limited Liability Company Act, MCA ch. 35-8; domestic LLC and a defined series of members (§§ 35-8-102(29), -201). |
A domestic LLC may create one or more series of members in its articles or operating agreement, or delegate creation authority (§ 35-8-307(7)). |
For an LLC with series, articles set out each series written operating agreement, asset-limitation statement, and rights terms or agreement reference (§ 35-8-202(1)(h)-(j)). |
Articles or agreement may create series or authorize members, managers, or others to do so; § 35-8-307(7) states no separate series effective-time formula. |
Parent articles are filed; every filed document reflects the LLC and all series names. Filing fees are set by the secretary (§§ 35-8-201, -205(3), -211). |
Filed documents reflect the LLC name and all series names; LLC name has statutory indicator and distinguishability rules (§§ 35-8-103, -205(3)). |
Keep separate, distinct series records; hold associated assets directly or indirectly and account for them separately from parent and other series (§ 35-8-304(4)(a)). |
Series obligations reach that series assets only if § 35-8-304(4) conditions are met; converse protection applies unless articles or agreement provide otherwise. |
Amend parent articles by filing articles of amendment; series affairs wind up on stated events, member agreement, or court decree (§§ 35-8-203, -901(4)-(5), -902(3)). |
Domestic statutory formation and conditional asset segregation only; foreign recognition, tax, bankruptcy, contract terms, and actual recovery require separate analysis. |
| Nebraska verified 2026-09-27 | Nebraska Uniform LLC Act, §§ 21-101 to -197; Nebraska Uniform Protected Series Act, §§ 21-501 to -542; parent LLC and each protected series are distinct persons (§§ 21-501, -503). |
Domestic protected series by filed designation; one designation may state multiple series (§ 21-509(a)-(c)). |
No parent certificate series notice in § 21-509; the operating agreement governs series internal affairs subject to statutory limits (§§ 21-506(a), -507(a)). |
All members affirmatively vote or consent; the series begins when its filed designation takes effect under § 21-121 (§ 21-509(a)-(c)). |
Company-signed designation states company and each series name; $110 paper or $100 electronic per series, plus $10 certificate; effective under § 21-121 (§§ 21-509(b)-(c), 21-192(1)(b)). |
Begins with full parent LLC name/designator; contains Protected Series, protected series, P.S., or PS; generally distinguishable in Secretary of State records (§ 21-510(a)-(b)). |
Company and series separately record named, identifiable assets, acquisition, and interentity consideration; permitted flexible record methods, but no cross-titling of associated assets (§ 21-515). |
Company and each series bear their own debts; status alone creates no cross-liability, subject to § 21-523 and permitted reduction of the shield in an operating agreement (§§ 21-520(b), -507(a)(15)). |
Company files signed designation-change statement for name changes; series dissolution requires a filed statement; cancellation may follow completed winding up (§§ 21-509(d), -510(c), -524, -525(b)-(c)). |
Domestic statutory structure only; foreign recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| Nevada verified 2026-09-27 | NRS ch. 86, §§ 86.161, .296; ordinary LLC may authorize series of members. |
Series of members authorized in articles or operating agreement; series created by its members adopting an operating agreement (§ 86.296(2)). |
Parent articles state if LLC is authorized to have series (§ 86.161(1)(e)); articles or operating agreement may authorize creation (§ 86.296(2)). |
Articles/agreement may vest authority in members, managers, or others; series members adopt operating agreement (§ 86.296(2)). |
Series may be created without separate articles filed with Secretary of State (§ 86.296(2)); parent articles disclose series authorization (§ 86.161(1)(e)). |
§ 86.296 authorizes series of members without prescribing a separate series-name indicator or distinguishability filing. |
Separate/distinct series records; assets separately held and accounted for, directly, indirectly, or by nominee (§ 86.296(3)(a)); series may title property in its name (§ 86.311(2)). |
Series debts enforceable only against series assets, not parent/other-series assets, if § 86.296(3)(a)-(b) records and document language hold. |
Parent articles amendment approval follows members or governing documents (§ 86.221(1)); § 86.491(2) lists series winding-up events. |
§ 86.296(3) states a conditional asset limit; foreign recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| New Hampshire verified 2026-09-27 | RSA ch. 304-C, New Hampshire Revised Limited Liability Company Act; ordinary domestic LLC (§§ 304-C:1, :31). |
No domestic series route in complete current Chapter 304-C or Title XXVIII index; § 304-C:31 forms one ordinary LLC. |
Ordinary certificate states required LLC information and may add other matters; no statutory parent-series notice (§ 304-C:31, I-II). |
N/A to domestic series; authorized persons deliver a certificate, ordinarily effective on filing unless a later time/date is specified (§ 304-C:31, I, III). |
N/A to domestic series; ordinary certificate filing gives notice of LLC formation and required stated facts (§§ 304-C:31, :33). |
N/A to domestic series; ordinary certificate states the LLC name (§ 304-C:31, II(a)). |
N/A to domestic series; Chapter 304-C has no statutory series asset-association test. |
No parent/series or interseries liability-segregation rule in current Chapter 304-C; § 304-C:31 concerns ordinary LLC formation. |
N/A to domestic series; Chapter 304-C has no series designation or series termination record. |
Domestic-formation finding only; foreign-series recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| New Jersey verified 2026-09-27 | N.J.S.A. §§ 42:2C-1 to -94, especially § 42:2C-18; ordinary domestic LLC; no protected/registered series chapter in current act. |
No domestic protected, registered, or designated series procedure in current Chapter 2C; § 42:2C-18 forms an ordinary LLC. |
Ordinary certificate states LLC name, initial registered-office addresses, and agent (§ 42:2C-18(b)); no series-specific parent notice. |
N/A to domestic series; organizers deliver ordinary certificate and formation requires filing plus a member, subject to delay (§ 42:2C-18(a), (d)). |
N/A to domestic series; ordinary certificate filed under § 42:2C-18. |
N/A to domestic series; ordinary certificate states LLC name (§ 42:2C-18(b)(1)). |
N/A to domestic series; § 42:2C-32 addresses contributions of property or other benefits to the ordinary LLC. |
N/A to domestic series; current Chapter 2C supplies no parent/series statutory segregation rule. |
N/A to domestic series; ordinary LLC dissolution events are in § 42:2C-48(a). |
Domestic formation finding does not decide foreign-series treatment, tax, bankruptcy, contractual remedies, or actual creditor recovery. |
| New Mexico verified 2026-09-27 | NMSA 1978, Ch. 53, Art. 19, Limited Liability Company Act; an ordinary domestic LLC is formed under §§ 53-19-2(I), -7, -10. |
No domestic series route in current complete Chapter 53, Article 19; §§ 53-19-7 and -10 form an ordinary LLC. |
Ordinary articles state the LLC information in § 53-19-8 and may add lawful internal-affairs terms under subsection F; no statutory parent-series notice or authorization procedure. |
N/A to a domestic series; one or more persons form the ordinary LLC by filing articles, effective on filing or a stated later time (§§ 53-19-7, -10(A)). |
N/A to a domestic series; ordinary organizers file articles and the registered agent's acceptance (§ 53-19-9(A)). |
N/A to a domestic series; ordinary LLC articles state the company name (§ 53-19-8(A)). |
No statutory series asset-association test; § 53-19-29(A)-(B) addresses property of the ordinary LLC. |
No parent/series or interseries liability-segregation rule in current Article 19; § 53-19-10(A) establishes the ordinary LLC as a separate legal entity. |
N/A to a domestic series; Article 19's formation and filing provisions concern the LLC, not a series (§§ 53-19-7 to -10). |
Domestic-formation finding only; foreign-series recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| New York verified 2026-09-27 | N.Y. Ltd. Liab. Co. Law §§ 102(m), 203, 417; one domestic LLC under current chapter; no domestic protected/registered series route in title index. |
No protected, registered, or designated domestic series provision in current LLC Law title index; § 203 forms an LLC by articles. |
Ordinary articles form the LLC under § 203; written operating agreement governs company affairs subject to law and articles (§ 417(a)); series-specific column N/A under the current title-level route finding. |
No domestic series-creation procedure in current LLC Law; ordinary LLC articles may take effect on filing or a later date up to 60 days (§ 203(d)). |
No domestic series-level certificate or designation in current LLC Law; organizers file ordinary articles (§ 203(a)). |
N/A to the domestic route; ordinary articles identify the LLC (§ 203(a)). |
N/A to the domestic route; ordinary LLC formation follows § 203. |
No parent/series statutory segregation provision in current LLC Law; § 203(d) forms one separate legal entity. |
No domestic series termination record in current LLC Law; ordinary LLC dissolution and winding up follow § 701(a). |
Domestic-route finding does not decide treatment of a foreign series, tax, bankruptcy, or actual creditor recovery. |
| North Carolina verified 2026-09-27 | N.C. Gen. Stat. Ch. 57D, §§ 57D-2-20, -2-21, -2-30; ordinary domestic LLC; no protected/registered series route in current chapter. |
No domestic protected, registered, or designated series procedure in current Chapter 57D; § 57D-2-20 forms an LLC. |
Ordinary articles state LLC name, filer capacity, office/agent and principal office (§ 57D-2-21); operating agreement governs internal affairs (§ 57D-2-30(a)); series-specific column N/A. |
N/A to domestic series; ordinary LLC forms when filed articles become effective (§ 57D-2-20(a)-(b)). |
N/A to domestic series; executed ordinary LLC articles delivered to Secretary of State (§ 57D-2-20(a)). |
N/A to domestic series; ordinary articles state LLC name under § 57D-2-21(a)(1). |
N/A to domestic series; current Chapter 57D provides ordinary LLC formation under § 57D-2-20. |
N/A to domestic series; § 57D-2-20 supplies the ordinary LLC route. |
N/A to domestic series; ordinary LLC dissolution follows § 57D-6-01. |
Domestic Chapter 57D finding does not decide treatment of foreign series, tax, bankruptcy, or actual creditor recovery. |
| North Dakota verified 2026-09-27 | N.D. Cent. Code ch. 10-32.1; § 10-32.1-102 authorizes designated series for ordinary domestic LLCs outside named regulated chapters. |
Operating agreement may establish designated series of members, managers, transferable interests, or assets (§ 10-32.1-102(1)). |
Ordinary LLC files articles; agreement establishes series. Articles notice is one alternative for § 102(3) liability limits under § 102(4)(c). |
Agreement establishes/provides for a designated series; § 102 gives no separate series effective-time formula. Parent LLC forms on articles filing or stated later date (§ 20(4)). |
Section 102 does not prescribe a series certificate; § 92(16) charges $50 for a resolution establishing a class or series of membership interests, a distinct filing. |
Parent articles state the LLC name (§ 20(2)(a)(1)); § 102 describes a designated series without a separate series-name filing field. |
Separately maintained asset-accounting records with objectively identifiable assets are § 102(4)(a), one of three alternatives connected by “or.” |
Section 102(3) limits series and reciprocal asset reach, subject to § 102(4): separate records OR agreement limitation OR articles notice; contractual recourse can be agreed (§ 102(5)). |
Series may terminate and wind up without parent dissolution; agreement events, over two-thirds profit-interest consent, or court order are specified (§ 102(11)). |
Domestic statutory route only; foreign recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| Oklahoma verified 2026-10-06 | Oklahoma LLC Act, 18 O.S. §§ 2005, 2054.4-.5; parent LLC may have protected or registered series. |
Protected series under operating agreement (§ 2054.4(A)-(B)); registered series under agreement plus filed articles (§ 2054.5(A),(D)). |
Agreement establishes/provides for series; parent articles state liability-limitation notice for segregation (§§ 2005(B), 2054.4(B), 2054.5(A)-(B)). |
Agreement controls protected-series establishment; registered articles establish series on filing unless they state a later certain time (§§ 2054.4(A), 2054.5(A),(D)(2)). |
Registered: parent/series names, principal address, registered agent/office; manager signs; file with Secretary of State, $100 (§§ 2054.5(D)(1)-(2), 2006(A)(2), 2055(3)). Protected route uses agreement and parent-article notice (§ 2054.4(B)). |
Registered name states LLC name with required LLC designation plus series name; distinguishable from listed records, subject to statutory exceptions (§ 2008(B)-(D)). Protected designation follows agreement (§ 2054.4(A)). |
Each series keeps separately identifying asset records; lists, categories, quantities, or objectively determinable formulas suffice; title may be held through parent or nominee (§§ 2054.4(B), 2054.5(C)). |
Series debts ordinarily reach its assets only if parent notice, agreement conditions, and separate records are met; reverse protection defaults unless agreement varies it; parties may agree to cross-liability (§§ 2054.4(B), 2054.5(B)-(C)). |
Protected series may wind up separately under agreement or default vote; registered articles amended by filing and canceled after dissolution/winding up filing (§§ 2054.4(B)(9), 2054.5(C)(9),(D)(3)-(7)). |
Act permits contractual cross-liability (§§ 2054.4(B), 2054.5(C)); this domestic formation rule does not decide foreign, tax, bankruptcy, or creditor outcomes. |
| Oregon verified 2026-09-27 | ORS ch. 63, Limited Liability Companies; ordinary LLC organized under §§ 63.044, .047, .051. |
No domestic series route in current Chapter 63; § 63.044 provides ordinary LLC formation by articles. |
Ordinary articles state the LLC name (§ 63.047(1)(a)) and may include other lawful internal-affairs terms (§ 63.047(2)); operating agreement governs company affairs (§ 63.057); series notice N/A. |
N/A to domestic series; adult individuals or other entities execute and deliver ordinary articles; organizers need not be members (§ 63.044). |
N/A to domestic series; ordinary articles are filed with Secretary of State, and LLC existence begins on filing unless delayed (§§ 63.044, .051(1)). |
N/A to domestic series; ordinary articles state the LLC name (§ 63.047(1)(a)). |
N/A to domestic series; § 63.047 addresses ordinary LLC articles, not series asset-association records. |
N/A to domestic series; § 63.057 concerns regulation and management of ordinary LLC affairs. |
N/A to domestic series; § 63.047(2) permits other lawful internal-affairs terms in ordinary articles. |
This domestic-formation finding does not decide foreign-series recognition, tax, bankruptcy, contracts, or actual creditor recovery. |
| Pennsylvania verified 2026-09-27 | 15 Pa.C.S. Ch. 88, §§ 8812, 8815, 8821; ordinary domestic LLC; no protected/registered domestic series route in current chapter. |
No domestic protected, registered, or designated series procedure in current Chapter 88; § 8821 forms an LLC by certificate. |
Ordinary certificate states LLC name and registered office (§ 8821(b)); operating agreement governs company affairs (§ 8815(a)); series-specific column N/A. |
N/A to the domestic route; organizers file an ordinary LLC certificate (§ 8821(a)). |
N/A to the domestic route; ordinary LLC certificate is delivered to department (§ 8821(a)-(b)). |
N/A to the domestic route; ordinary certificate states LLC name complying with Chapter 2 (§ 8821(b)(1)). |
N/A to the domestic route; current Chapter 88 provides ordinary LLC formation under § 8821. |
N/A to the domestic route; current Chapter 88 formation provision establishes one LLC (§ 8821). |
N/A for a domestic series; ordinary LLC dissolution and winding up follow § 8871. |
Domestic Chapter 88 finding does not decide foreign-series recognition, tax, bankruptcy, or actual creditor recovery. |
| Rhode Island verified 2026-09-27 | R.I. Gen. Laws ch. 7-16, Rhode Island Limited Liability Company Act; ordinary domestic LLC (§§ 7-16-1, -5). |
No domestic protected, registered, or designated series route in current Title 7 or Chapter 7-16 indexes; § 7-16-5 forms one LLC. |
Ordinary articles name the LLC and may include other lawful provisions; no statutory parent-series notice (§ 7-16-6(a)(1), (5)). |
N/A to domestic series; persons deliver ordinary LLC articles, and the LLC forms when the secretary accepts them and issues a certificate (§ 7-16-5). |
N/A to domestic series; § 7-16-8(g) sets the ordinary document effective-time rule, not a series filing. |
N/A to domestic series; ordinary articles state the LLC name (§ 7-16-6(a)(1)). |
N/A to domestic series; LLC property is held, owned, and conveyed in the LLC name (§ 7-16-68). |
Section 7-16-23 protects members/managers solely by status; § 7-16-68 directs LLC property to the LLC name. |
No series termination record; ordinary articles may be amended, and dissolution articles follow LLC winding up (§§ 7-16-12(b), -47). |
Domestic LLC formation finding only; foreign recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| South Carolina verified 2026-09-27 | S.C. Code Ann. tit. 33, ch. 44; LLC means a company organized under that chapter (§ 33-44-101(9)). |
No domestic series route in current Title 33/Chapter 44; § 33-44-202(a) organizes an ordinary LLC through articles. |
Ordinary articles state company, office, agent, organizer, term/management, and specified member-liability details (§ 33-44-203(a)); agreement governs company affairs (§ 33-44-103(a)); series notice N/A. |
N/A to domestic series; one or more persons organize an LLC by delivering articles; its existence begins on filing unless delayed (§ 33-44-202(a)-(b)). |
N/A to domestic series; § 33-44-203(a) lists ordinary articles contents, without a separate series filing. |
N/A to domestic series; ordinary articles state the LLC name (§ 33-44-203(a)(1)). |
N/A to domestic series; § 33-44-203 addresses ordinary LLC articles, not series asset-association records. |
N/A to domestic series; § 33-44-201 addresses an LLC as an entity distinct from its members. |
N/A to domestic series; ordinary articles may contain other matters consistent with law (§ 33-44-203(b)). |
This domestic-formation finding does not decide foreign-series treatment, tax, bankruptcy, contracts, or actual creditor recovery. |
| South Dakota verified 2026-09-27 | SDCL ch. 47-34A, art. VII; domestic LLC may have a series of members, managers, or LLC interests (§§ 47-34A-701 to -707). |
Operating agreement establishes series; liability-limited series requires parent notice, separate records/assets, and a certificate of designation (§§ 47-34A-701, -702). |
Parent articles say whether LLC may establish series and include § 702 liability notice; operating agreement creates series and provides the limitation (§§ 47-34A-203(a)(8), -702(a)). |
Operating agreement creates or provides for series; series existence starts when Secretary of State issues its certificate of designation (§§ 47-34A-701, -704(a)(1)). |
Application states parent/series names, series office, and different managers; designated signer may execute; $50 application fee; issued certificate is conclusive (§§ 47-34A-704(a), -707, -1206(n)). |
Liability-limited series name contains entire LLC name and is distinguishable from other series in articles (§ 47-34A-703). |
Separate, distinct records and accounting for associated assets, whether held directly or indirectly; series may hold title in its name (§ 47-34A-702(a)(2)-(3), (e)). |
Series obligations reach series assets only if all six § 702(a) conditions hold; reciprocal protection defaults unless agreement changes it (§ 47-34A-702(c)). |
New designation application changes series name; series may dissolve separately and terminates after winding up and designation application (§§ 47-34A-704(a)(3)-(4), -707). |
Domestic statutory conditions only; foreign recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| Tennessee verified 2026-09-27 | Tennessee Revised Limited Liability Company Act, Tenn. Code Ann. § 48-249-309; designated series within a domestic LLC. |
LLC documents may establish or authorize designated series (§ 48-249-309(a)); liability limitation depends on articles notice and separate records (§ 48-249-309(b)). |
LLC documents establish/provide for series; parent articles state liability-limitation notice, without identifying each series (§ 48-249-309(a)-(b)). |
LLC documents establish or provide for establishment; § 48-249-309(a) gives no separate series-specific vote or effective-time formula. |
Parent articles' liability notice is filed public notice even before a series exists; § 48-249-309(b) requires no specific series in that notice. |
Parent notice need not reference a specific series (§ 48-249-309(b)); a series may hold title and act in its own name (§ 48-249-309(j)). |
Maintain separate, distinct records reflecting and accounting for each series's assets apart from parent and sibling assets; indirect/nominee holding allowed (§ 48-249-309(b)(1)-(2), (j)). |
Series debts reach its assets only if documents, records, and articles-notice conditions hold; parent/sibling debts generally cannot reach series assets unless documents provide otherwise (§ 48-249-309(b)); member may assume specified-series liability (§ 48-249-309(c)). |
Series may terminate and wind up without dissolving parent or siblings or affecting their liability limits; ordinary LLC winding-up provisions apply to series (§ 48-249-309(g)). |
Domestic § 48-249-309 route only; foreign series, tax, bankruptcy, contract remedies, and actual creditor recovery require separate law and facts. |
| Texas verified 2026-09-27 | Tex. Bus. Orgs. Code §§ 101.601-.626; parent domestic LLC and protected/registered series, neither a separate domestic entity under § 101.622. |
Company-agreement series without registered certificate is protected (§ 101.602(e)-(f)); registered series requires filed certificate (§§ 101.602(c), .623). |
Company agreement provides series and liability limitation; parent certificate must give limitation notice; notice need not name a specific series (§§ 101.601(a), .602(b), .604). |
Company agreement establishes/provides for series (§ 101.601(a)); registered certificate executed by LLC and effective under Chapter 4 (§ 101.623(a), (d)). |
Protected series: no registered certificate (§ 101.602(f)); registered certificate names parent and series, executed by LLC; $300 filing fee (§§ 101.623, 4.162(a)(1)). |
Registered series name contains parent LLC name plus “registered series,” “RS,” or “R.S.” and follows Chapter 5 (§§ 101.626, 5.0561). |
Series records separately account for associated assets; objective identification may use list, category, quantity, or formula; assets may be held through parent or nominee (§§ 101.602(b)(1), .603). |
Series obligations reach only its assets and not parent/other series, reciprocally, if separate records, agreement limitation, and parent-certificate notice conditions hold; express recourse agreements allowed (§ 101.602(a)-(d)). |
Company agreement series-term amendments need § 101.601(d) approvals; registered certificate amendment filing under § 101.624; protected termination on winding up, registered termination also requires filed certificate (§§ 101.615-.616, .625). |
§ 101.622 says neither series is a separate domestic entity for Chapter 101/Title 1; § 101.602(d) permits express recourse agreements. Actual creditor and external-law outcomes require separate analysis. |
| Utah verified 2026-10-01 | Utah Revised Uniform LLC Act, Title 16 ch. 20 part 10; designated series of transferable interests (§ 16-20-1001) |
Operating agreement may establish or provide for designated series; segregation depends on all § 16-20-1001(2) conditions |
Agreement authorizes series and liability limit; parent certificate carries notice (§§ 16-20-201(2)(f), -1001(2), -1002) |
Agreement establishes or provides for establishment; §§ 16-20-1001–1002 give no separate statutory series vote or effectiveness trigger |
Parent certificate or amendment places notice immediately after name provision; filing gives notice; no separate series certificate prescribed (§§ 16-20-1001–1002) |
Series name contains parent LLC name and differs from each other series name (§ 16-20-1001(1)(b)) |
Maintain distinct series records and hold/account associated assets separately; qualifying series may hold title in own name (§ 16-20-1001(2)(b)–(c),(3)) |
Series debts enforceable against series assets only, not parent/other series, if all five statutory conditions hold; asset-transfer and liability-assignment restrictions apply (§ 16-20-1001(2),(4)) |
Certificate amendment may add notice; series may dissolve without parent subject to agreement, while parent dissolution dissolves series (§§ 16-20-1002, -1008(1)–(3)) |
§ 16-20-1001(4) protects existing creditors from prejudicial transfers or assignments; foreign recognition, tax, bankruptcy and actual recovery remain case-specific |
| Vermont verified 2026-09-27 | 11 V.S.A. ch. 25, Limited Liability Companies; ordinary domestic LLC (§§ 4022-4023). |
No domestic protected, registered, or designated series route in current complete Chapter 25 or Title 11 chapter index; § 4111(a) concerns foreign series. |
Ordinary articles state § 4023(a) details and may add lawful terms; agreement governs internal affairs under § 4003(a). |
N/A to domestic series; organizers deliver ordinary LLC articles, generally effective on filing (§ 4022(a)-(b)). |
N/A to domestic series; Chapter 25 provides ordinary LLC articles and amendments (§§ 4022-4024). |
N/A to domestic series; ordinary articles state the LLC name (§ 4023(a)(1)). |
N/A to domestic series; acquired property is LLC property, not individual member property (§ 4031). |
Section 4042(a) makes LLC debts solely company debts and limits member/manager liability by status; no domestic interseries asset direction in Chapter 25. |
N/A to domestic series; LLC files ordinary amendments and may file articles of termination after winding up (§§ 4024(a), 4105). |
Section 4111(a) points foreign-series internal affairs and member/manager liability to organizing law; tax, bankruptcy, contracts, and recovery need separate analysis. |
| Virginia verified 2026-09-27 | Virginia Limited Liability Company Act, Va. Code §§ 13.1-1088 to -1099.27; domestic series LLC and distinct protected series (§§ 13.1-1089, -1095). |
Filed protected-series designation under § 13.1-1095; no separate registered-series variant in Article 16. |
Ordinary LLC articles under § 13.1-1011; § 13.1-1095 requires all-member approval and a series designation, not a parent-articles liability notice. Operating agreement governs internal affairs subject to § 13.1-1093. |
All members approve; LLC files designation; Commission issues certificate; existence begins on issue or permitted delayed effective time (§§ 13.1-1095(A)-(C), 13.1-1004(B), (D)). |
Designation names parent and series, series principal-office mailing address, and all-member approval; Commission certificate on compliance and fee; $100 designation fee (§§ 13.1-1095(B)-(C), 13.1-1005(1)(e)). |
Series name begins with full parent LLC name and contains “protected series,” “P.S.,” or “PS”; otherwise follows ordinary LLC name rule (§ 13.1-1096(A)-(B)). |
Parent and series each keep records naming the holder and identifying assets, acquisition, and intercompany consideration; reasonable categories/formulas allowed; cross-title holding barred (§ 13.1-1099.2). |
Company and each series owe only their own liabilities under § 13.1-1099.7(B), subject to § 13.1-1099.10 reaching non-associated assets at incurrence or enforcement and other applicable remedies. |
All members approve designation amendment and file designation change; series dissolves on parent dissolution or other § 13.1-1099.11 events; after winding up, parent files designation cancellation (§§ 13.1-1095(D)-(F), 13.1-1099.12(B)-(C)). |
Domestic Article 16 route; foreign registration, tax, bankruptcy, contract remedies, and actual creditor outcomes require separate analysis. Statutory non-associated-asset remedy remains (§ 13.1-1099.10). |
| Washington verified 2026-09-27 | Chapter 25.15 RCW, especially §§ 25.15.006, .071; ordinary domestic LLC, with no domestic protected/registered-series provision. |
No domestic series route in current Chapter 25.15 RCW; § 25.15.071 forms an LLC by certificate. |
Ordinary certificate states name, agent, office, optional dissolution date, and signers (§ 25.15.071(1)); agreement governs internal affairs (§ 25.15.018(1)); series notice N/A. |
N/A to domestic series; an ordinary LLC forms on filing unless a delayed date is specified (§ 25.15.071(2)). |
N/A to domestic series; ordinary LLC certificate is delivered to the Secretary of State (§ 25.15.071(1)). |
N/A to domestic series; ordinary certificate states the LLC name (§ 25.15.071(1)(a)). |
N/A to domestic series; current Chapter 25.15 has no series asset-association mechanism. |
N/A to domestic series; § 25.15.071(3) makes the formed LLC one separate legal entity. |
N/A to series; ordinary certificate amendment under § 25.15.076 and LLC dissolution under §§ 25.15.265, .269. |
Domestic Chapter 25.15 finding only; treatment of foreign series, tax, bankruptcy, contracts, and creditor recovery requires separate law and facts. |
| West Virginia verified 2026-09-27 | W. Va. Code ch. 31B, art. 14, Uniform Protected Series Act; a protected series is distinct from the LLC and other series (§§ 31B-14-101, -103). |
Domestic protected series by company-signed, filed designation for each named series (§ 31B-14-201(a)-(c)). |
No parent-articles series notice required by § 31B-14-201; operating agreement governs internal relations subject to statutory limits (§§ 31B-14-106(a), -107). |
All members affirmatively vote or consent; series begins when its designation takes effect under § 31B-2-206 (§ 31B-14-201(a)-(c)). |
Company signs and files a designation naming itself and the one series; § 31B-14-201 states no designation fee; record effect follows § 31B-2-206. |
Name begins with full parent LLC name and includes Protected Series, protected series, P.S., or PS; must comply with LLC-name rule (§§ 31B-14-202, 31B-1-105). |
Company and series each identify associated assets, acquisition, and interentity consideration; flexible records permitted, but associated assets cannot be titled in the other entity's name (§ 31B-14-301). |
Company and series debts stay with their respective obligor; status alone does not create cross-liability, subject to § 31B-14-404 and any agreement reduction of the shield (§§ 31B-14-401(b), -107(15)). |
Signed designation-change filing for name changes; series dissolves on listed events and may be terminated by a designation-cancellation filing after winding up (§§ 31B-14-201(d), -202(c), -501, -502(c)). |
Domestic statutory structure only; foreign recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
| Wyoming verified 2026-09-27 | Wyoming Limited Liability Company Act, Wyo. Stat. Title 17, ch. 29; ordinary domestic LLC and designated series of members, managers, transferable interests, or assets (§ 17-29-211(a)). |
Operating agreement may establish or provide for one or more designated series (§ 17-29-211(a)). |
Agreement establishes or authorizes series and must expressly provide for liability limitations; parent articles must include notice of the particular-series limitations, without naming each series (§ 17-29-211(a), (c)(ii)-(iii)). |
Agreement supplies creation terms and may allocate series management and voting; § 17-29-211 states no universal separate series vote or effective-time formula (§ 17-29-211(a), (f)-(g)). |
File parent articles signed by an organizer; § 17-29-211 requires parent-articles notice for segregation, specifies no series certificate, and charges $10 per designated or established series (§§ 17-29-201(a), -203(a)(ii), -211(c)(iii), (o)). |
Section 17-29-211 states no series-specific name or indicator requirement; parent articles state the LLC name (§ 17-29-201(b)(i)). |
Maintain series asset records separately; objectively determinable identification can use listing, category, type, quantity, formula, or another method. Series may hold title directly or indirectly, in its own or the LLC name (§ 17-29-211(c)(i), (e)). |
If all § 17-29-211(c) conditions hold, series obligations reach only that series assets, not parent/other-series assets or LLC members; parent/other-series obligations do not reach that series assets. Voluntary assumption and personal-liability agreements remain possible (§ 17-29-211(b)-(d)). |
Parent articles can be amended; a series winds up on parent dissolution, agreement event, >2/3 series-profit-interest vote, or court order. It may terminate without dissolving the parent; § 17-29-211 specifies no separate termination filing (§§ 17-29-202, -211(k), (m)). |
Domestic statute permits contractual liability allocations (§ 17-29-211(d)); foreign recognition, tax, bankruptcy, and actual creditor recovery require separate analysis. |
This survey covers 48 of 51 jurisdictions so far; new states are verified and added continuously. A state missing here hasn't been verified yet. We don't publish unverified answers. Ohio and Wisconsin are a separate case: no official statute text is publicly available to quote there.
Have a specific situation?
A 50-state comparison shows the landscape. Ask your exact question and see what your state's law says for your facts, with citations.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace