Protected and Registered Series LLC Formation Requirements in Texas
At a glance
| Governing act and covered entity | Tex. Bus. Orgs. Code §§ 101.601-.626; parent domestic LLC and protected/registered series, neither a separate domestic entity under § 101.622. |
|---|---|
| Domestic series route | Company-agreement series without registered certificate is protected (§ 101.602(e)-(f)); registered series requires filed certificate (§§ 101.602(c), .623). |
| Parent LLC authorization and notice | Company agreement provides series and liability limitation; parent certificate must give limitation notice; notice need not name a specific series (§§ 101.601(a), .602(b), .604). |
| Who creates a series and when | Company agreement establishes/provides for series (§ 101.601(a)); registered certificate executed by LLC and effective under Chapter 4 (§ 101.623(a), (d)). |
| Series-level public filing | Protected series: no registered certificate (§ 101.602(f)); registered certificate names parent and series, executed by LLC; $300 filing fee (§§ 101.623, 4.162(a)(1)). |
| Series name | Registered series name contains parent LLC name plus “registered series,” “RS,” or “R.S.” and follows Chapter 5 (§§ 101.626, 5.0561). |
| Records and associated assets | Series records separately account for associated assets; objective identification may use list, category, quantity, or formula; assets may be held through parent or nominee (§§ 101.602(b)(1), .603). |
| Statutory asset segregation | Series obligations reach only its assets and not parent/other series, reciprocally, if separate records, agreement limitation, and parent-certificate notice conditions hold; express recourse agreements allowed (§ 101.602(a)-(d)). |
| Changes and termination | Company agreement series-term amendments need § 101.601(d) approvals; registered certificate amendment filing under § 101.624; protected termination on winding up, registered termination also requires filed certificate (§§ 101.615-.616, .625). |
| Outside scope and effect limits | § 101.622 says neither series is a separate domestic entity for Chapter 101/Title 1; § 101.602(d) permits express recourse agreements. Actual creditor and external-law outcomes require separate analysis. |
Requirements one by one
Protected versus registered route
Tex. Bus. Orgs. Code § 101.601(a) lets the company agreement establish or provide for one or more series. Section 101.602(e)-(f) treats a qualifying series without a filed registered-series certificate as a protected series. A registered series needs a certificate under §§ 101.602(c) and 101.623(a); the LLC executes it and files it with the Secretary of State. Section 101.623(b) requires parent and series names and a conversion/merger statement if applicable. Its filing fee is $300 under § 4.162(a)(1).
Parent notice, records, and liability limitation
Section 101.602(a)-(b) limits a series obligation to that series’s assets and excludes parent and other-series assets, and also protects the series against their obligations, only to the extent three conditions are met: separately accounted-for series assets, company-agreement limitation language, and notice in the parent certificate of formation. § 101.604(a) says parent-certificate notice need not name a particular series or use the words “protected” or “registered.” § 101.603(b) allows records to identify assets by specific listing, category, quantity, allocational formula, or another objective method; subsection (a) permits holding through the parent or a nominee. Section 101.602(d) allows specified express agreements making other assets answerable.
Registered-series name and later filings
A registered-series name must contain the parent LLC name and the registered-series phrase or abbreviation under §§ 101.626 and 5.0561. Changing a registered certificate requires a filed amendment under § 101.624, with a $150 fee under § 4.162(a)(2). Section 101.615 distinguishes termination: a protected series terminates after winding up, whereas a registered series also needs an effective filed termination certificate. § 101.625 supplies that certificate’s contents; § 4.162(a)(3) sets a $40 fee. § 101.616 lists winding-up events, including the parent’s winding up, agreement events, specified votes, and court order.
What trips people up
A filed registered-series certificate does not amend the parent certificate (§ 101.623(e)); the parent’s liability-limitation notice remains a separate § 101.602(b)(3) condition. A company agreement can also establish a non-protected, non-registered series under § 101.601(c), but that alone does not invoke § 101.602(a)’s asset limitation. § 101.622 says protected and registered series are not separate domestic entities or organizations for the specified Texas title and chapter.
Common questions
Does every Texas protected series require a certificate?
No. Section 101.602(f) identifies the qualifying series without a registered certificate as a protected series; the registered route uses § 101.623.
Must the parent certificate name each series?
No. § 101.604(a)(2) says its notice of limitation need not reference a specific protected or registered series.
Can a series end while the parent remains?
Yes, subject to the agreement and statutory winding-up provisions. § 101.614 permits a series to wind up without winding up the parent; § 101.615 adds a termination filing for registered series.
Statutes and sources
- Tex. Bus. Orgs. Code §§ 101.601-.626, official Chapter 101, accessed September 27, 2026.
- Tex. Bus. Orgs. Code § 5.0561, official Chapter 5, accessed September 27, 2026.
- Tex. Bus. Orgs. Code § 4.162, official Chapter 4, accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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