Protected and Registered Series LLC Formation Requirements in Nebraska
Short answer Nebraska lets a domestic LLC establish a protected series with every member's affirmative vote or consent and a company-signed protected-series designation filed with the Secretary of State. The series exists when that designation takes effect. The statute treats the company and each protected series as distinct and supplies liability limits, subject to its asset-association, enforcement, and agreement provisions.
State
Nebraska
Statute checked
September 27, 2026
Sources
28 statutes
At a glance
| Governing act and covered entity | Nebraska Uniform LLC Act, §§ 21-101 to -197; Nebraska Uniform Protected Series Act, §§ 21-501 to -542; parent LLC and each protected series are distinct persons (§§ 21-501, -503). |
|---|---|
| Domestic series route | Domestic protected series by filed designation; one designation may state multiple series (§ 21-509(a)-(c)). |
| Parent LLC authorization and notice | No parent certificate series notice in § 21-509; the operating agreement governs series internal affairs subject to statutory limits (§§ 21-506(a), -507(a)). |
| Who creates a series and when | All members affirmatively vote or consent; the series begins when its filed designation takes effect under § 21-121 (§ 21-509(a)-(c)). |
| Series-level public filing | Company-signed designation states company and each series name; $110 paper or $100 electronic per series, plus $10 certificate; effective under § 21-121 (§§ 21-509(b)-(c), 21-192(1)(b)). |
| Series name | Begins with full parent LLC name/designator; contains Protected Series, protected series, P.S., or PS; generally distinguishable in Secretary of State records (§ 21-510(a)-(b)). |
| Records and associated assets | Company and series separately record named, identifiable assets, acquisition, and interentity consideration; permitted flexible record methods, but no cross-titling of associated assets (§ 21-515). |
| Statutory asset segregation | Company and each series bear their own debts; status alone creates no cross-liability, subject to § 21-523 and permitted reduction of the shield in an operating agreement (§§ 21-520(b), -507(a)(15)). |
| Changes and termination | Company files signed designation-change statement for name changes; series dissolution requires a filed statement; cancellation may follow completed winding up (§§ 21-509(d), -510(c), -524, -525(b)-(c)). |
| Outside scope and effect limits | Domestic statutory structure only; foreign recognition, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
Requirements one by one
Approval and designation
Under Neb. Rev. Stat. § 21-509(a)-(c), every member must affirmatively vote or consent. The company signs and files a designation naming itself and each protected series. The series is established when that designation takes effect under § 21-121(c), which permits an effective time or delayed date for a filed record. The operating agreement governs the series' internal affairs within statutory limits under §§ 21-506(a) and 21-507(a)(15).
Filing, name, and change
Under § 21-192(1)(b), the fee is $110 in writing or $100 electronically per named series, plus $10 for a certificate. Under § 21-510(a)-(b), the name begins with the parent's full LLC name and includes “Protected Series,” “protected series,” “P.S.,” or “PS”; the statute also requires distinguishability in the Secretary of State's records. A signed designation-change statement is required by § 21-509(d) for a name amendment; § 21-510(c) requires changes to each series name when the parent name changes.
Associated assets and statutory separation
Section 21-515(b)-(c) requires records identifying each series or company asset, when and how it was acquired, and consideration for a transfer between them. Section 21-515(d)-(e) allows flexible listing or formula methods, but § 21-515(e) forbids cross-titling an associated asset in the parent's or another series' name. Under § 21-520(b), company debt belongs to the company and series debt to the series; § 21-507(a)(15) allows the operating agreement to decrease or eliminate the statutory limitation.
Dissolution records
Under § 21-524, a series dissolves on parent dissolution, an operating-agreement event, all-member consent, or specified court orders. Section 21-525(b)-(c) requires the company to file a statement of series dissolution; after winding up, it may file a designation cancellation. Section 21-514(a)-(b) separately requires active designated series names in the company's biennial report and limits certificate-of-existence issuance if a series is omitted.
What trips people up
The asset records in § 21-515 must support an outsider's identification of each asset and its acquisition history. Merely labeling accounts by series does not itself satisfy every listed record requirement. Section 21-520(b) states the statutory allocation; it does not resolve a creditor's specific claim or the separate enforcement rules in § 21-523.
Common questions
Is a protected series a separate person? Yes. Section 21-503 treats it as distinct from the LLC and other protected series, subject to the section's stated qualifications.
Can a series create another protected series? No. Section 21-504(d)(2) forbids that; the LLC establishes a series through § 21-509(a)-(c).
Statutes and sources
- Neb. Rev. Stat. § 21-501: “Sections 21-501 to 21-542 shall be known and may be cited as the Nebraska Uniform Protected Series Act.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-503: “A protected series of a series limited liability company is a person distinct from: (1) the company, subject to subsection (c) of section 21-504, subdivision (1) of section 21-524, and subsection (d) of section 21-525; (2) another protected series of the company;” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-504(d)(2): “A protected series of a series limited liability company may not: (1) be a member of the company; (2) establish a protected series;” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-506(a): “Except as otherwise provided in this section and subject to sections 21-507 and 21-508, the operating agreement of a series limited liability company governs: (1) the internal affairs of a protected series” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-507(a)(15): “section 21-520, except to decrease or eliminate a limitation of liability stated in section 21-520;” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-509(a): “With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-509(b)-(c): “To establish one or more protected series, a limited liability company shall deliver to the Secretary of State for filing a protected-series designation, signed by the company, stating the name of the company and the name or names of the protected series to be established. A protected series is established when the protected-series designation takes effect under section 21-121.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-509(d): “To amend a protected-series designation, a series limited liability company shall deliver to the Secretary of State for filing a statement of designation change, signed by the company, that changes the name of the company, the name or names of the protected series to which the designation applies, or both.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-510(b): “The name of a protected series of a series limited liability company must: (1) begin with the name of the company, including any word or abbreviation required by section 21-108; and (2) contain the phrase Protected Series or protected series or the abbreviation P.S. or PS.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-510(a): “Except as otherwise provided in subsection (b) of this section, the name of a protected series must be distinguishable in the records of the Secretary of State from: (1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this state; and (2) each name reserved under section 21-109 or other state laws allowing the reservation or registration of business names, including fictitious or assumed name statutes.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-510(c): “If a series limited liability company changes its name, the company shall deliver to the Secretary of State for filing a statement of designation change for the company’s protected series, changing the name of each protected series to comply with this section.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-514(a): “In the biennial report required by section 21-125, a series limited liability company shall include the name of each protected series of the company: (1) for which the company has previously delivered to the Secretary of State for filing a protected-series designation; and (2) which has not dissolved and completed winding up.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-514(b): “A failure by a series limited liability company to comply with subsection (a) of this section with regard to a protected series prevents issuance of a certificate of existence pertaining to the protected series but does not otherwise affect the protected series.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-515(b): “An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-515(b): “(1) identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company; (2) determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and (3) if the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-515(c): “An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-515(c): “(1) identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company; (2) determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company; and (3) if the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-515(d): “The records and record keeping required by subsections (b) and (c) of this section may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-515(e): “(1) a protected series may not hold an associated asset in the name of the company or another protected series of the company; and (2) the company may not hold an associated asset in the name of a protected series of the company.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-520(b): “(1) A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company. (2) A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-520(b): “Subject to section 21-523, the following rules apply:” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-520(b)(3)-(4): “A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-524: “A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up, only on the: (1) dissolution of the company; (2) occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series; (3) affirmative vote or consent of all members;” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-524(4)-(5): “entry by the court of an order dissolving the protected series on application by an associated member or protected-series manager of the protected series:” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-525(b): “When a protected series of a series limited liability company dissolves, the company shall deliver to the Secretary of State for filing a statement of protected-series dissolution stating the name of the company and the protected series and that the protected series is dissolved.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-525(c): “When a protected series of a series limited liability company has completed winding up, the company may deliver to the Secretary of State for filing a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-501&end_section=21-542 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-121(c): “a record delivered to the Secretary of State for filing under the act may specify an effective time and a delayed effective date.” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-101&end_section=21-197 (accessed 2026-09-27).
- Neb. Rev. Stat. § 21-192(1)(b): “The filing fee for filing a protected-series designation under section 21-509 or a statement of designation under section 21-532 shall be one hundred ten dollars if the filing is submitted in writing and one hundred dollars if the filing is submitted electronically pursuant to section 84-511, for each protected series stated, and ten dollars for a certificate” https://nebraskalegislature.gov/laws/display_html.php?begin_section=21-101&end_section=21-197 (accessed 2026-09-27).
Source links
Every statute quoted above, linked, with the date we checked it.
Neb. Rev. Stat. § 21-501
· accessed 2026-09-27
Neb. Rev. Stat. § 21-503
· accessed 2026-09-27
Neb. Rev. Stat. § 21-504(d)(2)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-506(a)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-507(a)(15)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-509(a)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-509(b)-(c)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-509(d)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-510(b)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-510(a)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-510(c)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-514(a)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-514(b)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-515(b)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-515(b)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-515(c)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-515(c)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-515(d)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-515(e)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-520(b)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-520(b)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-520(b)(3)-(4)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-524
· accessed 2026-09-27
Neb. Rev. Stat. § 21-524(4)-(5)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-525(b)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-525(c)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-121(c)
· accessed 2026-09-27
Neb. Rev. Stat. § 21-192(1)(b)
· accessed 2026-09-27
This page gives general legal information about an ordinary domestic LLC's statutory route to establish a protected, registered, or designated series. It is not legal, tax, or financial advice. Governing documents, public filings, asset records, contracts, and the current statute determine which rules apply. The table does not determine whether a series is valid or its assets are protected in a particular dispute. Foreign-state, bankruptcy, tax, regulated-entity, and creditor rules may differ. Confirm current official law and obtain licensed advice for a specific structure or dispute.
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