Protected and Registered Series LLC Formation Requirements in Virginia
At a glance
| Governing act and covered entity | Virginia Limited Liability Company Act, Va. Code §§ 13.1-1088 to -1099.27; domestic series LLC and distinct protected series (§§ 13.1-1089, -1095). |
|---|---|
| Domestic series route | Filed protected-series designation under § 13.1-1095; no separate registered-series variant in Article 16. |
| Parent LLC authorization and notice | Ordinary LLC articles under § 13.1-1011; § 13.1-1095 requires all-member approval and a series designation, not a parent-articles liability notice. Operating agreement governs internal affairs subject to § 13.1-1093. |
| Who creates a series and when | All members approve; LLC files designation; Commission issues certificate; existence begins on issue or permitted delayed effective time (§§ 13.1-1095(A)-(C), 13.1-1004(B), (D)). |
| Series-level public filing | Designation names parent and series, series principal-office mailing address, and all-member approval; Commission certificate on compliance and fee; $100 designation fee (§§ 13.1-1095(B)-(C), 13.1-1005(1)(e)). |
| Series name | Series name begins with full parent LLC name and contains “protected series,” “P.S.,” or “PS”; otherwise follows ordinary LLC name rule (§ 13.1-1096(A)-(B)). |
| Records and associated assets | Parent and series each keep records naming the holder and identifying assets, acquisition, and intercompany consideration; reasonable categories/formulas allowed; cross-title holding barred (§ 13.1-1099.2). |
| Statutory asset segregation | Company and each series owe only their own liabilities under § 13.1-1099.7(B), subject to § 13.1-1099.10 reaching non-associated assets at incurrence or enforcement and other applicable remedies. |
| Changes and termination | All members approve designation amendment and file designation change; series dissolves on parent dissolution or other § 13.1-1099.11 events; after winding up, parent files designation cancellation (§§ 13.1-1095(D)-(F), 13.1-1099.12(B)-(C)). |
| Outside scope and effect limits | Domestic Article 16 route; foreign registration, tax, bankruptcy, contract remedies, and actual creditor outcomes require separate analysis. Statutory non-associated-asset remedy remains (§ 13.1-1099.10). |
Establishing a protected series
Va. Code § 13.1-1095(A)-(C) requires approval by all members and a filed designation naming the parent LLC and series, the series principal-office mailing address, and the approval. The Commission issues a certificate when the record and fees comply. Under § 13.1-1004(B), (D), the series begins at certificate issuance unless a permitted delayed time applies. § 13.1-1005(1)(e) sets the designation fee at $100. § 13.1-1089 treats the protected series as a person distinct from its parent and sibling series.
The ordinary LLC's articles under § 13.1-1011 state its name and office/agent details; the separate series designation is the operative series filing. § 13.1-1096(B) requires the series name to begin with the parent's full LLC name and add “protected series,” “P.S.,” or “PS.”
What trips people up
Under § 13.1-1099.2(B)-(E), a series's assets are associated only if its records identify them, their acquisition, and relevant intercompany consideration. Reasonable categories or formulas may organize the records, but a series cannot hold an associated asset in the parent's or a sibling's name. § 13.1-1099.7(B) assigns each entity its own liabilities, subject to § 13.1-1099.10(B): a judgment may reach another compartment's non-associated asset at the liability's incurrence or enforcement date. The statutory text does not promise a particular litigation outcome.
All members must approve a designation amendment under § 13.1-1095(D)-(F). § 13.1-1099.11 dissolves a series when the parent dissolves, on an operating-agreement event, or by all-member approval, among other grounds. After winding up, § 13.1-1099.12(B)-(C) requires the parent to file a statement of designation cancellation.
Common questions
Can an operating agreement alone establish a protected series?
No. § 13.1-1095(B)-(C) requires a designation filed with the Commission and its certificate.
Must a protected series use the parent LLC's name?
Yes. § 13.1-1096(B) requires the parent name at the beginning and a protected-series indicator.
Statutes and sources
- Virginia Limited Liability Company Act, Chapter 12, including Article 16 and §§ 13.1-1004, -1005, -1011; current official text accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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