Protected and Registered Series LLC Formation Requirements in New York
At a glance
| Governing act and covered entity | N.Y. Ltd. Liab. Co. Law §§ 102(m), 203, 417; one domestic LLC under current chapter; no domestic protected/registered series route in title index. |
|---|---|
| Domestic series route | No protected, registered, or designated domestic series provision in current LLC Law title index; § 203 forms an LLC by articles. |
| Parent LLC authorization and notice | Ordinary articles form the LLC under § 203; written operating agreement governs company affairs subject to law and articles (§ 417(a)); series-specific column N/A under the current title-level route finding. |
| Who creates a series and when | No domestic series-creation procedure in current LLC Law; ordinary LLC articles may take effect on filing or a later date up to 60 days (§ 203(d)). |
| Series-level public filing | No domestic series-level certificate or designation in current LLC Law; organizers file ordinary articles (§ 203(a)). |
| Series name | N/A to the domestic route; ordinary articles identify the LLC (§ 203(a)). |
| Records and associated assets | N/A to the domestic route; ordinary LLC formation follows § 203. |
| Statutory asset segregation | No parent/series statutory segregation provision in current LLC Law; § 203(d) forms one separate legal entity. |
| Changes and termination | No domestic series termination record in current LLC Law; ordinary LLC dissolution and winding up follow § 701(a). |
| Outside scope and effect limits | Domestic-route finding does not decide treatment of a foreign series, tax, bankruptcy, or actual creditor recovery. |
Ordinary LLC procedure under the current law
N.Y. Ltd. Liab. Co. Law § 102(m) defines a domestic LLC as an organization formed under this chapter. § 203(a) allows one or more organizers to prepare, execute, and file articles of organization for a domestic LLC. Under § 203(d), the LLC forms on filing or a stated later date no more than 60 days later, and the resulting LLC is a separate legal entity until its articles are canceled. Section 417(a) requires a written operating agreement for company affairs, subject to the chapter and articles. The current official Limited Liability Company Law title index, revised September 4, 2026, lists no protected- or registered-series creation provision. Its ordinary dissolution rule is § 701(a).
What trips people up
An operating agreement under § 417(a) may govern company affairs, but that does not itself supply a statutory domestic series-designation filing or a parent/series asset-segregation rule. The finding concerns New York domestic formation; the treatment of a series formed in another state calls for separate law and facts.
Common questions
Can ordinary New York LLC articles create a filed protected series?
Section 203(a) describes articles forming the LLC. The current title index has no separate domestic protected-series designation or registered-series certificate.
Does this decide whether a foreign series can do business in New York?
No. The title-level domestic formation question does not decide foreign-series recognition or registration.
Statutes and sources
- N.Y. Ltd. Liab. Co. Law title index, current revision September 4, 2026, accessed September 27, 2026.
- § 102, § 203, § 417, and § 701, official current section texts accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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