Protected and Registered Series LLC Formation Requirements in Alabama
At a glance
| Governing act and covered entity | Ala. Code §§ 10A-5A-1.01, -11.01; ordinary domestic LLC may establish designated series of assets by LLC agreement. |
|---|---|
| Domestic series route | Designated series of assets under § 10A-5A-11.01(a); statutory limits conditional on § 10A-5A-11.02(b). |
| Parent LLC authorization and notice | 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). |
| Who creates a series and when | 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)). |
| Series-level public filing | 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. |
| Series name | 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. |
| Records and associated assets | 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)). |
| Statutory asset segregation | Series debts reach series assets only; parent/other-series debts do not reach series assets, only if all three § 11.02(b) conditions hold. |
| Changes and termination | 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. |
| Outside scope and effect limits | Statutory direction depends on § 11.02(b); no conclusion here on foreign recognition, tax, bankruptcy, contracts, or actual creditor recovery. |
Requirements one by one
Parent certificate and agreement
Ala. Code § 10A-5A-1.01 names the governing LLC law. Under § 10A-5A-2.01(a)(5), the parent certificate of formation includes the statement described in § 10A-5A-11.02(b)(3) when applicable: the LLC may have series of assets subject to the liability limits. Section 10A-5A-2.01(c) makes that statement one of the certificate facts for which effective filing gives notice. § 10A-5A-11.04 says the notice is sufficient before any series exists and without identifying a particular series. The agreement must separately state the liability limits under § 10A-5A-11.02(b)(2).
Establishing a series
§ 10A-5A-11.01(a) allows the LLC agreement to establish or provide for designated series of assets with separate rights, powers, duties, purposes, or investment objectives. § 10A-5A-11.01(c) distinguishes establishing a series from associating a member with it: association follows the agreement, an Article 10 transaction, or consent of all members associated with that series.
Assets and statutory limitation
Under § 10A-5A-11.02(a)-(b), series obligations are enforceable only against that series' assets, and parent or other-series obligations do not reach them, only if separately maintained records account for the series' assets, the agreement states the limitation, and the parent certificate has the notice. § 10A-5A-11.03(a)-(b) permits title in the series or parent name and treats records as sufficient when the assets can be objectively identified through a listing, category, type, quantity, or allocational method. Holding title in the parent name therefore does not alone answer whether the record condition is met.
Changes and dissolution
§ 10A-5A-2.02(a)-(c) permits amendment of the parent certificate by filing a certificate of amendment. A series can dissolve without dissolving the parent under § 10A-5A-11.08. § 10A-5A-11.09 names the parent dissolution, an agreement event, consent of all associated members, and 90 days after the last associated member dissociates among series dissolution events. § 10A-5A-11.15 provides a separate consent route for reinstating a dissolved series.
What trips people up
The public certificate notice and the agreement statement serve different statutory conditions under § 10A-5A-11.02(b). § 10A-5A-11.04 removes any need to name each series in the parent notice, but does not remove the separate-records condition. The limitation is a statutory rule with stated prerequisites, not a prediction about a particular creditor dispute.
Common questions
Must each series file a certificate of formation?
Article 11 describes agreement-established designated series of assets under § 10A-5A-11.01(a). Section 10A-5A-2.01 requires the parent LLC certificate and, when applicable, its series notice; Article 11 does not prescribe an additional certificate for each series.
Can the parent hold title to a series asset?
Yes. § 10A-5A-11.03(a) permits assets to be held in the parent's name, while subsection (b) requires records from which association with the series can be objectively determined.
Statutes and sources
- Alabama Legislature, current Limited Liability Company Law, §§ 10A-5A-1.01, -2.01, -2.02, and -11.01 through -11.15; official text accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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