Series LLC in 2026: States, Costs, Liability & How It Works

Official source: U.S. Small Business Administration provides the primary guidance used in this guide.

A Series LLC is not one standardized legal product. In 2026, the label covers several different state-law models: non-registered series created through a parent LLC's governing documents, publicly designated protected series, registered series with their own certificates, and states that use both protected and registered versions.

Our current jurisdiction audit covers all 50 states, the District of Columbia and Puerto Rico. The result is exact rather than approximate: 24 jurisdictions currently provide a domestic Series LLC or protected-series regime — 22 states + DC + Puerto Rico — while 28 do not have a current domestic regime.

A Series LLC can use four very different legal models

For the broader difference between entity forms, compare LLC vs corporation and LLC vs Inc. vs Ltd..

Which states allow a Series LLC in 2026?

The table below uses one standard: does the jurisdiction currently provide a domestic protected-series/Series LLC regime? Foreign-series recognition, a failed bill, or statutory language about “classes or series of membership interests” does not count as domestic Series LLC authorization.

Alabama through Delaware

Florida through Kansas

Kentucky through Mississippi

Missouri through New York

North Carolina through South Carolina

South Dakota through West Virginia

Wisconsin through Puerto Rico

Ohio is now included because ORC §1706.761 expressly provides that qualifying series debts are enforceable only against that series' assets when the statutory record, operating-agreement and Articles conditions are satisfied. North Dakota likewise provides conditional horizontal segregation under NDCC §10-32.1-102; the previous description denying horizontal segregation was incorrect.

How Series LLC filing mechanics change by state

The 52-jurisdiction table above already tells you where a domestic Series LLC regime exists. Instead of repeating those 24 jurisdictions here, this section focuses on the legal mechanics that actually change the formation process.

Some states require a public filing for each series

Florida uses an online Protected Series Designation, Illinois uses a Certificate of Designation, Nebraska and Virginia use protected-series designations, and Kansas and South Dakota also require a series-specific state filing. In these states, writing a series into the operating agreement is not enough by itself.

Other states rely more heavily on the parent documents and records

Nevada is a clear counterexample to a universal per-series filing rule: after the parent LLC is properly structured, a series can be created through the operating agreement without filing separate Articles for that series. Other parent-document models use their own statutory conditions, discussed in the liability section below.

Delaware, Texas and Oklahoma have more than one series model

These states distinguish protected series from registered series. A registered series uses a public certificate and creates additional filing or recurring costs; a protected series follows a different statutory route. Treating both as one generic “Series LLC” loses an important legal distinction.

Recurring compliance can be parent-level or series-level

Florida keeps annual reporting at the parent LLC level, while Illinois, Nebraska and Virginia can create additional recurring costs tied to designated or protected series. This is why “one parent, one report, one fee” is not a safe national assumption.

The internal liability shield is conditional, not automatic

The central feature of a protected series is horizontal segregation: under the governing statute, liabilities associated with one series may be limited to that series' assets rather than reaching the parent or another series. But the required conditions differ by jurisdiction.

Separate asset records are a recurring statutory theme

Ohio requires records that account for the series' assets separately, an operating-agreement liability statement and a corresponding statement in the parent Articles. North Dakota similarly conditions the shield on separate asset records plus operating-agreement or Articles provisions. These are statutory conditions, not merely “best practices.”

Bank accounts and insurance are practical separation tools — not universal statutory wording

Separate banking, bookkeeping, contracts and insurance can help demonstrate that assets and operations were kept distinct, but this guide does not call a separate bank account or separate insurance policy a universal statutory condition in every Series LLC state. Follow the exact state statute, the operating agreement and the facts of the activity.

Series LLC costs: the “one fee” rule is false

Illinois illustrates a per-series recurring model

Illinois charges $400 for the standard series-capable LLC filing; $500 is the current 24-hour service price. Each Certificate of Designation is $50. The annual report fee also scales: the parent filing is $75 plus $50 for each qualifying designated series.

Nebraska and Virginia also create per-series recurring costs

Nebraska charges $100 electronically / $110 on paper for each protected-series designation, and the biennial filing model applies to the parent and each protected series. Virginia charges $100 for the designation and a $50 annual registration fee for each domestic protected series.

Delaware registered series add their own annual tax

The current Delaware parent LLC annual tax is $400. A registered series adds $100 per year.

Florida keeps protected-series annual reporting at the parent level

Florida's regime, effective July 1, 2026, charges $25 for each protected-series designation but says a protected series does not file a separate annual report. The parent Florida LLC continues its normal annual-report obligation.

For ordinary LLC structure comparisons, see LLC vs sole proprietorship and LLC vs S corporation.

Series LLC tax treatment: distinguish guidance from final authority

The 2010 IRS Series LLC regulations are proposed, not final

REG-119921-09 is a Notice of Proposed Rulemaking. It proposes that a series treated as a separate local-law entity be analyzed under the ordinary federal entity-classification rules. It is a proposal, not a final rule, so it does not confirm a final nationwide treatment.

A private letter ruling is not precedent for every Series LLC

PLR 200803004 can be useful historical context, but an IRS private letter ruling is directed to the requesting taxpayer and cannot be used or cited as precedent under IRC §6110(k)(3). It should not serve as the sole authority for a blanket statement that every series automatically files one particular federal return.

Do not turn the proposed framework into a universal Schedule C / Form 1065 table

Federal classification can depend on whether the series is recognized as a separate entity for federal tax purposes, its owners, elections and activities. EIN, employment-tax and return-filing requirements should therefore be determined for the actual structure rather than inferred only from the word “series.”

State treatment can be dramatically different

California cannot create a domestic Series LLC, but it recognizes qualifying foreign Series LLC structures for tax purposes and treats each series as a separate LLC for Form 568, the $800 annual tax and applicable LLC fee when registered or doing business in California.

Texas uses a different franchise/information-reporting system. The current no-tax-due threshold for the 2026 report is $2.65 million; the Series LLC tax treatment still needs to be applied according to the actual protected/registered structure rather than a blanket “all series are one taxpayer” sentence.

Series LLC vs multiple separate LLCs

There is no defensible “break-even at three assets” rule. The answer depends on the formation state, number/type of series, per-series filings, annual costs, tax treatment, legal work, banking and whether foreign qualification is required elsewhere.

For another professional/entity comparison with state-specific restrictions, see PLLC vs LLC.

A safer Series LLC formation workflow

If you are comparing the Series LLC against other legal structures before filing, start from the LLC Guide hub. You can also use the LLC Formation Tool to organize the formation path, but confirm Series-specific mechanics with the state before submitting documents.

When a Series LLC may fit — and when separate LLCs may be cleaner

A Series LLC may be worth evaluating when

• the relevant state clearly authorizes the model you intend to use;
• you manage multiple assets or ventures under related ownership;
• you can maintain separate asset and accounting records consistently;
• the per-series filing and recurring costs are actually lower for your state/model; and
• your lawyer and tax adviser are comfortable with the cross-state and tax treatment.

Separate LLCs may be cleaner when

• assets operate in jurisdictions without a comparable domestic Series LLC framework;
• lenders, investors or counterparties need conventional standalone entities;
• ownership differs substantially from asset to asset;
• the Series LLC state's per-series filing/annual fees erase the expected savings; or
• you want simpler legal and tax administration more than a consolidated umbrella.

Series LLC frequently asked questions

Ownership and operations

Tax and administration