Protected and Registered Series LLC Formation Requirements in North Dakota

At a glance

Requirements one by one

The agreement route

N.D. Cent. Code § 10-32.1-102(1) permits an ordinary LLC operating agreement to establish or provide for designated series of members, managers, transferable interests, or assets. It excludes LLCs regulated under Chapters 10-06.1, 10-31, and 10-36. The parent LLC itself forms through articles under § 10-32.1-20(1), (3)-(4); its articles state the LLC name under § 20(2)(a)(1). Section 102(7) lets the agreement allocate series governance and voting rights.

Asset limits and associated records

Section 10-32.1-102(3) states both directions of the series asset limit, subject to subsection 4. Subsection 4 uses “or”: the limitation applies if separately maintained records identify series assets, or the operating agreement specifically provides for the limitation, or the articles include notice of it. The records alternative in § 102(4)(a) accepts objective identification by listing, category, type, quantity, or formula. Section 102(5) preserves the ability to agree to broader recourse, and § 102(6) permits a series to contract, hold title, grant liens, and sue or be sued in its own name.

Public filing and termination

Section 10-32.1-102 does not prescribe a separate series certificate or effective-time filing; the agreement is its creation instrument. Section 10-32.1-92(16) separately sets a $50 fee for a resolution establishing a class or series of membership interests. The definition of “series” as an interest category in § 10-32.1-02(48) should not be confused with all the liability conditions of § 102. The secretary of state may adopt registration and continuing-existence rules under § 102(14).

Under § 10-32.1-102(11), a series may terminate and wind up without dissolving the parent LLC, with agreement events, specified member consent, and a court order among the triggers.

What trips people up

Many series statutes require records, parent notice, and a filing for the liability limitation. North Dakota's § 10-32.1-102(4) lists its three conditions with “or.” A class-or-interest-series resolution filing under § 92(16) does not replace reading § 102's designated-series liability provision.

Common questions

Must the articles name each series for the notice alternative? Section 10-32.1-102(4)(c) says notice is sufficient whether or not the LLC has established or referenced a particular series in it.

Can a series hold title in its own name? Yes. Section 10-32.1-102(6) expressly permits that, along with indirect holding.

Does terminating one series dissolve the LLC? Section 10-32.1-102(11) allows series termination and winding up without dissolving the parent.

Statutes and sources

• N.D. Cent. Code § 10-32.1-02(48): “"Series" means a category of membership interests, within a class of membership interests, that has some of the same rights and preferences as other membership interests within the same class, but that differ in one or more rights and preferences from another category of membership interests within that class.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-20(1): “One or more individuals of the age of eighteen years or more or other persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization together with the fees provided in section 10-32.1-92.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-20(2)(a)(1): “The name of the limited liability company, which must comply with section 10-32.1-11;” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-20(3)-(4): “Subject to subsection 3 of section 10-32.1-15, articles of organization may also contain statements as to matters other than those required by subsection 2. However, a statement in articles of organization is not effective as a statement of authority. 4. With respect to formation: a. A limited liability company is formed when articles of organization have been filed with the secretary of state or at a later date as specified in the articles of organization.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-92(16): “Filing a resolution for the establishment of a class or series of membership interests, fifty dollars.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-102(1): “An operating agreement of a limited liability company regulated under this chapter and not under chapter 10-06.1, 10-31, or 10-36 may establish or provide for the establishment of a designated series of members, managers, transferable interests, or assets that: a. Has separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; or b. Has a separate business purpose or investment objective.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-102(3): “Subject to subsection 4, if an operating agreement establishes or provides for the establishment of a particular series: a. The debts, obligations, or other liabilities of the particular series, whether arising in contract, tort, or otherwise, are enforceable against the assets of the series only and not against: (1) The assets of the limited liability company generally or any other series thereof; or (2) A member of the limited liability company. b. The debts, obligations, or other liabilities of the limited liability company generally or any other series thereof, whether arising in contract, tort, or otherwise, are not enforceable against the assets of the particular series.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-102(4): “The limitations on liabilities in subsection 3 apply if: a. The records for the particular series accounting for the assets of the series are separately maintained from the records accounting for the assets of the limited liability company or any other series thereof. Records that reasonably identify the assets of a particular series, including by specific listing, category, type, quantity, computational or allocational formula or procedure such as a percentage or share of assets, or by any other method in which the identity of the assets is objectively determinable, is deemed to account for the assets of the particular series separately from the assets of the limited liability company or any other series thereof; b. The operating agreement specifically provides for the limitations on liabilities; or c. Notice of the limitations on liabilities of the particular series is included in the articles of organization. Notice is sufficient whether or not the limited liability company has established or referenced any particular series in the notice.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-102(5): “This section, an operating agreement, or articles of organization may not restrict: a. A series or limited liability company on behalf of a series from agreeing in the operating agreement or otherwise that any debt, obligation, or other liability of the limited liability company generally or any other series thereof is enforceable against the assets of the series;” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-102(6): “A series established under this section may, in its own name, contract, hold title to assets including real, personal and intangible property, grant liens and security interests, and sue or be sued.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-102(7): “An operating agreement that establishes or provides for the establishment of a series may: a. Provide for classes or groups of members or managers of the series having the relative rights, powers, and duties specified in the operating agreement; b. Provide for and specify the future creation of additional classes or groups of members or managers of the series having the relative rights, powers, and duties as may be established, including rights, powers, and duties senior to existing classes and groups of members or managers of the series; c. Provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of a member, manager, class, or group of members or managers of the series; d. Provide that a member, class, or group of members of a series do not have voting rights; and e. Grant to all or certain identified members, managers, class, or group of members or managers of the series the right to vote on a matter separately or with all or any class or group of members or managers of the series. Voting by members or managers may be on a per capita, number, financial interest, class, group, or other basis.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-102(11): “Subject to section 10-32.1-51, a series established under this section may be terminated and its affairs wound up without causing the dissolution of the limited liability company. The termination of the series does not affect the limitations on liabilities of the series as provided in subsection 3. A series is terminated and its affairs must be wound up upon the occurrence of any of the following: a. The dissolution of the limited liability company under section 10-32.1-51; b. The time or happening of events specified in the operating agreement; c. The vote or consent of members of the series who own more than two-thirds of the interests in the profits of the series; or d. On application by a member or manager of the series, the entry of a court order terminating the series on the grounds the series is not reasonably practicable to carry on the purposes of the series in conformity with the operating agreement.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).
• N.D. Cent. Code § 10-32.1-102(14): “The secretary of state may adopt rules reasonable and necessary to address requirements related to the secretary of state for registration and continuing existence of the series limited liability companies established under this section.” https://ndlegis.gov/cencode/t10c32-1.pdf (accessed 2026-09-27).