Protected and Registered Series LLC Formation Requirements in Missouri
At a glance
| Governing act and covered entity | Missouri LLC Act, Mo. Rev. Stat. §§ 347.037, .039, .186; designated series within a domestic LLC. |
|---|---|
| Domestic series route | Operating agreement establishes/provides for designated series; articles identify each series for limited liability (§ 347.186(1)-(2), (4)). |
| Parent LLC authorization and notice | Agreement creates series and states liability limit; parent articles carry liability notice and separately identify each limited-liability series (§ 347.186(2)(1)(a), (d)-(f)). |
| Who creates a series and when | Agreement governs creation and management; series begins when articles naming it are filed, originally or by amendment (§ 347.186(1), (4)(1)(a); §§ 347.037, .041). |
| Series-level public filing | Series articles repeat § 347.039(1) information; LLC or agreement-designated signer executes; original $100/$45 online, amendment $20 (§§ 347.186(4), 347.039(2), 347.179(1)(1)-(4)). |
| Series name | Series name contains full LLC name and differs from sibling names in articles; name change by amendment (§ 347.186(3), (4)(1)(c)). |
| Records and associated assets | Keep distinct records for each series and account for its assets separately from parent/siblings, including assets held indirectly or through nominee (§ 347.186(2)(1)(b)-(c)). |
| Statutory asset segregation | Series-only debt rule requires agreement authority/limit, separate records/accounts, articles notice, and identification; reverse/sibling rule defaults unless agreement varies (§ 347.186(2)); fraudulent-transfer remedies remain (§ 347.186(7)). |
| Changes and termination | Series name/member-manager changes and dissolution use LLC articles of amendment; series can wind up without parent, but parent dissolution ends series (§ 347.186(4)(1)(c)-(d); § 347.041). |
| Outside scope and effect limits | Domestic § 347.186 route only; § 347.186(7) preserves fraudulent-transfer challenges; foreign series, tax, bankruptcy, contracts, and actual recovery need separate law. |
Requirements one by one
Agreement and filed articles
Mo. Rev. Stat. § 347.186(1)-(2) permits an operating agreement to establish a designated series. For the series-only liability rule, it requires the agreement to create series and state the limit, separate records and asset accounting, a notice in the parent articles, and articles that separately identify each limited-liability series. § 347.039(1)-(3) applies the ordinary articles' information list to each separate series and permits consistent additional provisions. Under § 347.037(1)-(3), an LLC forms by filing articles, and § 347.186(4)(1)(a) begins a series when articles naming it are filed, including by amendment under § 347.041(1).
§ 347.186(5)(2) assigns series management to associated members by default, or to managers chosen by them when the agreement so provides. The company or an operating-agreement-designated manager or other person may execute the record under § 347.186(4)(1)(e). § 347.179(1)(1)-(4) sets the ordinary original articles fee at $100, or $45 online, and the articles-of-amendment fee at $20. The statute describes a parent-articles identification route, rather than a separate series-designation certificate.
Records and limited liability
§ 347.186(2)(1)(b)-(c) requires distinct series records and separate accounting for its assets even if held indirectly or by a nominee. When all six subsection 2(1) conditions hold, a series debt is enforceable against its assets alone. Subsection 2(2) generally keeps parent and sibling debts from its assets unless the agreement provides otherwise. § 347.186(7) expressly preserves fraudulent-transfer and other existing remedies; the statute does not guarantee a particular creditor result.
What trips people up
§ 347.186(3)-(4) requires the series name to contain the parent's entire name and differ from names of other series in the articles, and uses articles of amendment for a series name change or dissolution. A series can generally wind up without dissolving the parent, while parent dissolution terminates its series. These are different records and events.
The current § 347.186 became effective August 28, 2026. It now permits a qualifying series to obtain a stand-alone good-standing certificate under subsection 4(3). Subsection 2(4) directs that each series be individually profiled and searchable on the Secretary of State's website by January 31, 2027. That is a future state website deadline; the filing and liability provisions are already in effect.
Common questions
Does each series need a separate registered agent?
No. § 347.186(4)(4) makes the LLC's registered agent and office serve each series in Missouri.
Can a series obtain its own certificate of good standing?
Yes. § 347.186(4)(3) permits a good-standing series to obtain a stand-alone certificate, while its status follows the parent LLC's good standing.
Statutes and sources
- Missouri Revised Statutes § 347.186, current version effective August 28, 2026; § 347.037, § 347.039, § 347.041, and § 347.179. Current official text accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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