Protected and Registered Series LLC Formation Requirements in California
At a glance
| Governing act and covered entity | Cal. Corp. Code tit. 2.6, §§ 17701.02, 17702.01; ordinary domestic LLC formation; no domestic protected/registered series route in current title. |
|---|---|
| Domestic series route | No protected, registered, or designated domestic series provision in current Corp. Code tit. 2.6; § 17702.01 forms an LLC by filed articles. |
| Parent LLC authorization and notice | 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. |
| Who creates a series and when | No domestic series-creation procedure in title 2.6; an ordinary LLC forms when articles are filed (§ 17702.01(a), (d)). |
| Series-level public filing | No series-level filing in title 2.6; ordinary LLC articles are signed by organizer and delivered to Secretary of State (§ 17702.01(a)). |
| Series name | N/A to the domestic route; ordinary LLC articles state a name complying with § 17701.08 (§ 17702.01(b)(2)). |
| Records and associated assets | N/A to the domestic route; ordinary LLC formation is governed by § 17702.01. |
| Statutory asset segregation | No parent/series statutory segregation provision in current title 2.6; ordinary LLC formation alone creates one LLC (§ 17702.01). |
| Changes and termination | No series amendment or termination record in title 2.6; ordinary LLC dissolution and winding up follow § 17707.01. |
| Outside scope and effect limits | This title-level domestic-route finding does not decide foreign-series recognition, tax, bankruptcy, or a creditor claim. |
Ordinary LLC procedure under the current title
California’s Revised Uniform Limited Liability Company Act forms an ordinary domestic LLC when an organizer signs and delivers articles of organization to the Secretary of State, and the Secretary of State files them (Cal. Corp. Code § 17702.01(a), (d)). The articles must state the company’s name, principal-office address, initial agent, and any required management election under § 17702.01(b). The operating agreement governs the LLC’s internal affairs within the limits of § 17701.10. The current official title 2.6 publication provides no protected- or registered-series creation procedure or parent/series asset-segregation provision. Its ordinary LLC dissolution provision is § 17707.01.
What trips people up
A provision allowing additional lawful content in ordinary articles (§ 17702.01(c)) is not a statutory series-designation process. This finding concerns domestic formation under title 2.6; it does not resolve how California treats a series created under another state’s law.
Common questions
Can California’s ordinary LLC articles create a filed protected series?
Section 17702.01 describes formation of the LLC itself. The current title 2.6 has no separate domestic protected-series designation or registered-series certificate.
Does an operating agreement supply the missing statutory segregation rule?
Section 17701.10 governs the LLC’s internal affairs, but the current title does not give an operating-agreement series a parent/series asset-segregation rule.
Statutes and sources
- Cal. Corp. Code tit. 2.6, §§ 17701.02, 17701.10, 17702.01, and 17707.01, official Legislative Counsel code publication, accessed September 27, 2026. The complete current title 2.6 section inventory and all operative section texts were reviewed for a domestic series route.
Source links
Every statute quoted above, linked, with the date we checked it.
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