Protected and Registered Series LLC Formation Requirements in Tennessee
At a glance
| Governing act and covered entity | Tennessee Revised Limited Liability Company Act, Tenn. Code Ann. § 48-249-309; designated series within a domestic LLC. |
|---|---|
| Domestic series route | LLC documents may establish or authorize designated series (§ 48-249-309(a)); liability limitation depends on articles notice and separate records (§ 48-249-309(b)). |
| Parent LLC authorization and notice | LLC documents establish/provide for series; parent articles state liability-limitation notice, without identifying each series (§ 48-249-309(a)-(b)). |
| Who creates a series and when | LLC documents establish or provide for establishment; § 48-249-309(a) gives no separate series-specific vote or effective-time formula. |
| Series-level public filing | Parent articles' liability notice is filed public notice even before a series exists; § 48-249-309(b) requires no specific series in that notice. |
| Series name | Parent notice need not reference a specific series (§ 48-249-309(b)); a series may hold title and act in its own name (§ 48-249-309(j)). |
| Records and associated assets | Maintain separate, distinct records reflecting and accounting for each series's assets apart from parent and sibling assets; indirect/nominee holding allowed (§ 48-249-309(b)(1)-(2), (j)). |
| Statutory asset segregation | Series debts reach its assets only if documents, records, and articles-notice conditions hold; parent/sibling debts generally cannot reach series assets unless documents provide otherwise (§ 48-249-309(b)); member may assume specified-series liability (§ 48-249-309(c)). |
| Changes and termination | Series may terminate and wind up without dissolving parent or siblings or affecting their liability limits; ordinary LLC winding-up provisions apply to series (§ 48-249-309(g)). |
| Outside scope and effect limits | Domestic § 48-249-309 route only; foreign series, tax, bankruptcy, contract remedies, and actual creditor recovery require separate law and facts. |
Requirements one by one
LLC documents and parent notice
Tenn. Code Ann. § 48-249-309(a) permits LLC documents to establish or provide for designated series. Under § 48-249-309(b), the parent articles must carry notice of the limitation on series liabilities. The statute expressly makes that notice sufficient even before a series exists and says the notice need not reference any particular series. This is a parent-articles notice rule, rather than a series-by-series public designation.
Separate records and statutory limits
§ 48-249-309(b) conditions the asset limitation on distinct records for each series. The records must reflect and account for the series's assets separately from the parent LLC and other series; direct or indirect holding, including through a nominee, is contemplated. When the document, records, and notice conditions hold, series obligations are enforceable only against that series's assets. Parent or sibling obligations do not reach its assets unless the LLC documents provide otherwise. The statute states these directions but does not decide a particular creditor dispute.
What trips people up
The series may act in its own name: § 48-249-309(j), added in 2018, expressly permits contracting, holding title to property, granting liens or security interests, and suing or being sued. Separately, § 48-249-309(g), amended in 2006, permits a series to terminate and wind up without dissolving the parent or other series and without affecting the stated liability limits. Those changes are part of the current rule.
Common questions
Can a member agree to answer for one series's debts?
Yes. § 48-249-309(c) lets a member assume liability for specified series in the articles; that choice does not itself extend to other series.
Must the parent articles name every series?
No. § 48-249-309(b) expressly says the limitation notice need not reference any specific series.
Statutes and sources
- Tennessee Public Chapter 286 (2005), § 1, enacting the series rule now codified at Tenn. Code Ann. § 48-249-309(a)-(c); Public Chapter 620 (2006), § 27, amending subsection (g); and Public Chapter 759 (2018), § 1, adding subsection (j). Official enrolled texts accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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