Protected and Registered Series LLC Formation Requirements in District of Columbia
At a glance
| Governing act and covered entity | D.C. Code ch. 29-8, §§ 29-802.01, .06; domestic LLC and designated series of members, managers, or interests. |
|---|---|
| Domestic series route | Operating agreement may establish designated series; statutory series liability limit requires four § 29-802.06(b) conditions and a filed designation. |
| Parent LLC authorization and notice | Agreement establishes series; parent certificate states if series liabilities are limited to series assets (§§ 29-802.01(b)(3), -802.06(a), (b)(3)). |
| Who creates a series and when | Agreement establishes series; series forms when Mayor files designation certificate, or at its delayed effective date (§ 29-802.06(a), (e)). |
| Series-level public filing | 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)). |
| Series name | Each designation has a different series name containing the entire LLC name and meeting general name rules (§ 29-802.06(d)(1)). |
| Records and associated assets | Maintain distinct parent/series records; hold and account separately for associated assets, including indirect or nominee holdings (§ 29-802.06(b)(1)-(2)). |
| Statutory asset segregation | 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)). |
| Changes and termination | A series may dissolve and wind up without dissolving parent or other series, except as § 29-807.01 provides (§ 29-802.06(n)). |
| Outside scope and effect limits | Domestic statutory formation and stated liability direction only; foreign recognition, tax, bankruptcy, contracts, and actual recovery require separate law and facts. |
Requirements one by one
Agreement and parent certificate
D.C. Code § 29-802.06(a) permits an LLC operating agreement to establish designated series of members, managers, or interests. Section 29-802.01(a), (d) forms the parent LLC through a filed certificate of organization and an initial member. If a series will use the statutory liability limit, § 29-802.01(b)(3) requires that notice in the parent certificate.
Designation and name
For each series claiming the limit, § 29-802.06(b)(4) requires the LLC to deliver a certificate of series designation and pay the requisite fee. Under § 29-802.06(d)(1)-(2), the certificate states a different series name containing the entire LLC name, plus different principal-office or agent information if applicable. Section 29-802.06(e) says the series forms when the Mayor files the designation, unless a delayed effective date is stated; filing conclusively proves formation. Section 29-102.09(a) makes signing an entity filing an affirmation that its material facts are true.
Records and liability condition
Section 29-802.06(b)(1)-(3) requires distinct parent and series records, separate accounting for associated assets even if held through a nominee, and parent certificate notice. Together with the paid designation filing, these conditions make series debts solely series debts rather than debts of the LLC generally or another series under § 29-802.06(b). Section 29-802.06(h) also permits articles to provide that a series is a separate entity.
Winding up
Under § 29-802.06(n), a series may dissolve and wind up without dissolving the LLC or another series, subject to the referenced exception.
What trips people up
Section 29-802.06(c) makes parent certificate notice sufficient even before a series exists or has members. Notice alone does not meet the other requirements in § 29-802.06(b), especially the separate records and paid designation filing. Section 29-802.06(p) makes the LLC's registered agent the agent for each series.
Common questions
Can the agreement alone create a liability-limited series? It may establish a designated series under § 29-802.06(a); the statute ties the § 29-802.06(b) liability limit to all four listed conditions.
When does the designation take effect? Section 29-802.06(e) uses the Mayor's filing date unless the certificate states a delayed effective date.
Does dissolving one series dissolve the LLC? Section 29-802.06(n) permits separate series winding up, subject to § 29-807.01.
Statutes and sources
- D.C. Code § 29-802.01(a): “One or more persons may act as organizers to form a limited liability company by signing and delivering to the Mayor for filing a certificate of organization.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.01 (accessed 2026-09-27).
- D.C. Code § 29-802.01(b)(3): “If the company will have one or more series that is treated as a separate entity which limits the debts, obligations, and other liabilities to the assets of a particular series as provided in the operating agreement as authorized by § 29-802.06 , a statement to that effect.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.01 (accessed 2026-09-27).
- D.C. Code § 29-802.01(d): “A limited liability company is formed when the Mayor has filed the company’s certificate of organization and it becomes effective and at least one person becomes a member.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.01 (accessed 2026-09-27).
- D.C. Code § 29-802.06(a): “The operating agreement may establish one or more designated series of members, managers, or interests of a limited liability company, in which the members, managers, or interest holders have separate rights, powers, or duties with respect to specified property or obligations of the limited liability company.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(b): “The debts, obligations, and other liabilities of a series of a limited liability company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the series and not of the limited liability company generally or any other series thereof; provided, that:” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(b)(1): “Separate and distinct records are maintained for the limited liability company and each series;” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(b)(2): “Assets associated with the limited liability company and each series are held, directly or indirectly, including through a nominee or otherwise, and accounted for separately in the separate and distinct records;” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(b)(3): “The certificate of organization states that the debts, obligations, and other liabilities of the series are limited as provided in this subsection; and” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(b)(4): “The limited liability company has delivered to the Mayor for filing and paid the requisite fee for a certificate of series designation as provided in subsection (e) of this section for each series so designated whose debts, obligations, and other liabilities are limited under this subsection.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(c): “A statement in the certificate or organization in compliance with subsection (b)(3) of this section shall be notice of the limitation on liabilities of a series of a limited liability company and shall be sufficient for all purposes of subsection (b) of this section regardless of whether the limited liability company has established any series when such notice is included in the certificate or whether a series has any members.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(e): “A series of a limited liability company shall be formed when the Mayor files the certificate of series designation, unless the certificate states a delayed effective date, in which case it is formed as provided in § 29-802.01(d) . The filing of the certificate by the Mayor is conclusive proof that a series has been formed.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(h): “The articles of organization may provide that a series be treated as a separate entity distinct from the limited liability company, other series of the limited liability company, or the members of the limited liability company.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(n): “Except as otherwise provided in § 29-807.01 , a series of a limited liability company may be dissolved and wound up without causing the dissolution of the limited liability company or any other series thereof.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(p): “The registered agent for the limited liability company shall be the registered agent for each series of the company.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(d)(1): “A different name for each series that contains the entire name of the limited liability company but otherwise complies with §§ 29-103.01 and 29-103.02(f) ; and” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-802.06(d)(2): “A street and mailing address of the principal office and name and mailing address of a registered agent, if either is different from that specified for the limited liability company.” https://code.dccouncil.gov/us/dc/council/code/sections/29-802.06 (accessed 2026-09-27).
- D.C. Code § 29-102.09(a): “Signing an entity filing shall be an affirmation under the penalties for making false statements that the facts stated in the filing are true in all material respects.” https://code.dccouncil.gov/us/dc/council/code/sections/29-102.09 (accessed 2026-09-27).
Source links
Every statute quoted above, linked, with the date we checked it.
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