Protected and Registered Series LLC Formation Requirements in Indiana
At a glance
| Governing act and covered entity | Ind. Code arts. 23-18 and 23-18.1; master LLC and separately filed series (§§ 23-18.1-1-4, -2-5, -6-2). |
|---|---|
| Domestic series route | Filed designated series under art. 23-18.1; each series requires articles of designation (§§ 23-18.1-4-2, -6-2). |
| Parent LLC authorization and notice | 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). |
| Who creates a series and when | 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)). |
| Series-level public filing | 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). |
| Series name | 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). |
| Records and associated assets | 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). |
| Statutory asset segregation | 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). |
| Changes and termination | 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). |
| Outside scope and effect limits | Domestic art. 23-18.1 route only; foreign series, tax, bankruptcy, contract remedies, and actual creditor recovery require separate law and facts. |
Requirements one by one
Master and series filings
Ind. Code § 23-18.1-1-4 applies the ordinary LLC act to a series LLC unless Article 18.1 provides otherwise. § 23-18.1-2-5 defines the master by articles authorizing series; § 23-18.1-6-1 requires that authorization in the filed parent articles. § 23-18.1-4-1 requires an operating agreement, and § 23-18.1-4-2 allows it to establish or provide for designated series. For an existing LLC, § 23-18.1-3-2 requires unanimous member consent to amend the articles and elect master status.
§ 23-18.1-6-2 requires articles of designation for each series, stating its name and whether members or managers manage it. The series begins when the designation is filed. § 23-18.1-6-5 permits the master or a manager or other authorized signer to execute it. The master-formation filing costs $225 electronically or $250 otherwise under § 23-0.5-9-24; § 23-0.5-9-25 sets a separate $20 electronic or $30 other fee for each designation.
Records and liability conditions
§ 23-18.1-5-1(a) lists five conditions for the series-only debt rule: an operating-agreement limitation, agreement authority for series, separate asset records, liability notice in the master articles, and a filed designation for that series. Under subsection (b), master and sibling debts ordinarily do not reach the series's assets unless the agreement specifically provides otherwise. § 23-18.1-5-2 permits assets to be held in the series's name, the master's name, or through a nominee, but the records must still identify and account for them separately; objective categories or formulas can suffice. These are statutory conditions, not a prediction about a creditor's recovery.
What trips people up
The name rules in § 23-18.1-6-7 require “-S” after the master's corporate ending. A limited-liability series name must contain the full master name and the word “series” and be distinguishable from sibling and other Indiana entity names. Under § 23-18.1-6-3, amendments to a series's designation are filed with the Secretary of State. § 23-18.1-6-4(a) permits series dissolution by filing a designation record. § 23-18.1-6-4(d)-(e) generally permits its wind-up without dissolving the master or siblings, while dissolution of the master dissolves its series.
Common questions
Can an existing Indiana LLC elect master-series status?
Yes, but § 23-18.1-3-2 requires a parent-articles amendment approved unanimously by the members.
Does each series need its own registered agent?
No. § 23-18.1-6-8(b) makes the master's Indiana registered agent the agent and service office for each series.
Statutes and sources
- Indiana Code 2026, Article 18.1, including §§ 23-18.1-1-4, -2-5, -3-2, -4-1, -4-2, -5-1, -5-2, and -6-1 through -6-8; Title 23, Article 0.5, Chapter 9, §§ 23-0.5-9-24 and -25. Current official text accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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