Protected and Registered Series LLC Formation Requirements in Delaware

At a glance

Requirements one by one

Parent LLC and series routes

Under 6 Del. C. § 18-201(a)-(b), an authorized person files the parent certificate of formation; the LLC forms on filing or a stated later date or time. Section 18-215(a) allows the LLC agreement to establish or provide for series. A protected series arises under § 18-215(b) when the agreement provides for the asset limitation, the parent certificate carries liability-limitation notice, and the series records separately account for associated assets. A registered series instead forms through a certificate of registered series under § 18-218(a), with parent notice under § 18-218(b).

Registered series filing and name

Section 18-218(d)(1)-(2) requires a certificate naming the parent LLC and registered series, executed under § 18-204(a). It takes effect on filing or at a stated later date or time. Section 18-1105(a)(3) sets a $70 filing fee. Under § 18-218(e)(1), (3), the registered name begins with the parent LLC name and is distinguishable on the Secretary of State's records, subject to the statute's name rules.

Asset records and liability limit

For a protected series, § 18-215(b) requires records that account for associated assets separately and makes the limitation depend on both the agreement and parent certificate notice. For a registered series, § 18-218(c) applies the separate-record test. Both sections permit direct or indirect asset holding and treat objectively determinable asset identification, including categories or formulas, as separate accounting. Each states that qualifying series obligations reach only series assets and, unless the agreement provides otherwise, parent or other-series obligations do not reach that series' assets. Contract terms and the statute's exceptions still matter.

Changes and termination

A protected series may be terminated and wound up without dissolving the LLC under § 18-215(b)(9). A registered series may dissolve and wind up separately under § 18-218(c)(9); § 18-218(d)(3), (7) governs amending and canceling its certificate.

What trips people up

A registered-series certificate is a separate series filing, not an amendment of the parent certificate under § 18-218(d)(2). The parent notice requirement in § 18-218(b) does not require a specific series name in the notice. A series name or separate certificate by itself does not replace the associated-asset records required by § 18-218(c).

Common questions

Can a protected series exist without a separate registered-series certificate? Section 18-215(a)-(b) provides an agreement-established protected route. Its statutory liability limitation still depends on agreement terms, parent notice, and separate asset accounting.

Can a registered series hold title in its own name? Section 18-218(c) permits assets to be held directly or indirectly, including in the series name, the LLC name, or through a nominee; the records must still identify the associated assets objectively.

Does ending one series dissolve the parent? Sections 18-215(b)(9) and 18-218(c)(9) permit separate protected-series termination and registered-series dissolution, respectively, under their stated conditions.

Statutes and sources

• 6 Del. C. § 18-201(a): “In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation. The certificate of formation shall be filed in the office of the Secretary of State and set forth: (1) The name of the limited liability company; (2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 18-104 of this title; and (3) Any other matters the members determine to include therein.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-201(b): “A limited liability company is formed at the time of the filing of the initial certificate of formation in the office of the Secretary of State or at any later date or time specified in the certificate of formation if, in either case, there has been substantial compliance with the requirements of this section.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-204(a): “Each certificate required by this chapter to be filed in the office of the Secretary of State shall be executed by 1 or more authorized persons or, in the case of a certificate of conversion to limited liability company or certificate of limited liability company domestication, by any person authorized to execute such certificate on behalf of the other entity or non-United States entity, respectively, except that a certificate of merger or consolidation filed by a surviving or resulting other business entity shall be executed by any person authorized to execute such certificate on behalf of such other business entity.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-215(a): “A limited liability company agreement may establish or provide for the establishment of 1 or more designated series of members, managers, limited liability company interests or assets. Any such series may have separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations, and any such series may have a separate business purpose or investment objective.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-215(b): “A series established in accordance with the following sentence is a protected series. Notwithstanding anything to the contrary set forth in this chapter or under other applicable law, in the event that a limited liability company agreement establishes or provides for the establishment of 1 or more series, and to the extent the records maintained for any such series account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof, and if the limited liability company agreement so provides, and if notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the certificate of formation of the limited liability company, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and, unless otherwise provided in the limited liability company agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-215(b): “Assets associated with a protected series may be held directly or indirectly, including in the name of such series, in the name of the limited liability company, through a nominee or otherwise. Records maintained for a protected series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-215(b)(9): “a protected series may be terminated and its affairs wound up without causing the dissolution of the limited liability company. The termination of a protected series shall not affect the limitation on liabilities of such series provided by this subsection (b).” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(a): “A registered series is formed by the filing of a certificate of registered series in the office of the Secretary of State.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(b): “Notice of the limitation on liabilities of a registered series as referenced in subsection (c) of this section shall be set forth in the certificate of formation of the limited liability company. Notice in a certificate of formation of the limitation on liabilities of a registered series as referenced in subsection (c) of this section shall be sufficient for all purposes of this subsection whether or not the limited liability company has formed any registered series when such notice is included in the certificate of formation, and there shall be no requirement that (i) any specific registered series of the limited liability company be referenced in such notice, (ii) such notice use the term registered when referencing series or include a reference to this § 18-218, or (iii) the certificate of formation be amended if it includes a reference to § 18-215 of this title.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(c): “Notwithstanding anything to the contrary set forth in this chapter or under other applicable law, to the extent the records maintained for a registered series account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and, unless otherwise provided in the limited liability company agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(c): “Assets associated with a registered series may be held directly or indirectly, including in the name of such series, in the name of the limited liability company, through a nominee or otherwise. Records maintained for a registered series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(d)(1): “A certificate of registered series: a. Shall set forth: 1. The name of the limited liability company; and 2. The name of the registered series.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(d)(2): “A certificate of registered series shall be executed in accordance with § 18-204 of this title and shall be filed in the office of the Secretary of State in accordance with § 18-206 of this title. A certificate of registered series shall be effective as of the effective time of such filing unless a later effective date or time (which shall be a date or time certain) is provided for in the certificate of registered series. A certificate of registered series is not an amendment to the certificate of formation of the limited liability company.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(d)(3): “A certificate of registered series is amended by filing a certificate of amendment thereto in the office of the Secretary of State.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(d)(7): “A certificate of cancellation of the certificate of registered series may be filed at any time, and shall be filed, in the office of the Secretary of State to accomplish the cancellation of a certificate of registered series upon the dissolution of a registered series for which a certificate of registered series was filed and completion of the winding up of such registered series.” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(e)(1): “Shall begin with the name of the limited liability company, including any word, abbreviation or designation required by § 18-102 of this title;” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(e)(3): “Must be such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of any corporation, partnership, limited partnership, statutory trust, limited liability company, registered series of a limited liability company or registered series of a limited partnership reserved, registered, formed or organized under the laws of the State of Delaware or qualified to do business or registered as a foreign corporation, foreign limited partnership, foreign statutory trust, foreign partnership or foreign limited liability company in the State of Delaware;” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-218(c)(9): “a registered series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company. The dissolution of a registered series shall not affect the limitation on liabilities of such series provided by this subsection (c).” https://delcode.delaware.gov/title6/c018/sc02/index.html (accessed 2026-09-27).
• 6 Del. C. § 18-1105(a)(3): “Upon the receipt for filing of a certificate of formation under § 18-201 of this title or a certificate of registered series under § 18-218 of this title, a fee in the amount of $70” https://delcode.delaware.gov/title6/c018/sc11/index.html (accessed 2026-09-27).