The Series LLC one filing, many liability cells.
A Series LLC is a single master LLC that contains internal "series" (also called cells, divisions, or protected series). Each series has its own assets, members, and liability shield, but they all operate under one master LLC. The structure is most common for real estate investors who want each property in its own liability cell without paying for separate LLC filings.
A Series LLC is a Limited Liability Company authorized by state statute to internally subdivide into separate "series" (or "cells"), where each series has independent assets, members, business purpose, and liability shielding from the obligations of the other series and from the master LLC itself.
How it actually works.
Think of a Series LLC as one parent LLC with internal compartments. Each compartment (a "series") operates like its own LLC: it has its own assets, can have its own members, runs its own business, and is shielded from the liabilities of the other compartments. But they all share the same master LLC name and the same federal filing.
The most common use case is real estate. An investor with 10 properties could form 10 separate LLCs (10 state filings, 10 Registered Agents, 10 annual reports) or form 1 Series LLC with 10 series (1 state filing, 1 Registered Agent, 1 annual report). Series LLCs save significant ongoing cost when the portfolio is large.
The trade-off is legal uncertainty. The Series LLC was created by Delaware in 1996 and adopted by ~18 states, but case law is still developing. Courts in non-Series-LLC states have sometimes not recognized the internal liability barriers, creating exposure for property in states that have not adopted the statute. Many sophisticated investors still prefer separate LLCs for maximum protection.
What to know at a glance.
Common situations.
Side-by-side with related structures.
Common questions.
Which states allow Series LLCs?
Are the liability barriers between series legally tested?
How are Series LLCs taxed?
How much does a Series LLC cost?
Can I convert a regular LLC to a Series LLC?
Can each series have its own EIN?
Do I file a separate Operating Agreement for each series?
What is the difference between a Series LLC and a Series of LLCs?
Should I form a Series LLC in Delaware or Texas?
Form a Series LLC in Delaware.
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