A Series LLC is a unique limited liability company which provides individualized liability protection to a number of sub-companies (series) operated by one larger company. Assets owned by the individual series are shielded from the risks and liabilities of the other series within the Series LLC.
It is easiest to imagine a Series LLC as one large company with several subsidiaries; each of which is separate and distinct from one another. The Series LLC is the large company and the series are the subsidiaries. Each series operates like a separate entity with a unique name, bank account and separate books and records. Each series has its’ own members and managers and can enter into contracts, sue or be sued and hold title to property (real and personal). The purpose of a Series LLC is to segregate risk within separate entities without having to set up each entity as a separate entity.
The Series LLC was created on the state level and is only offered by a few states. A list of the states which currently offer series LLC can be found below.
| State | Legal Authority | Notes: |
| Alabama | Code of Alabama Section 10A-5A-11 | |
| Delaware | 6 Del. Code Ann. §18-215 | |
| Dist. of Columbia | DC Code Ann. §29-802.06 | |
| Illinois | 805 ILCS 180/37-40 | |
| Iowa | Iowa Code Ann. §490A.305 | |
| Kansas | Substitute H.R. 2207 (2012) | |
| Missouri | Mo.Rev. Stat §347.186.1 | |
| Montana | Montana Ann. Code §35-8-302 & 304 et seq | |
| Nevada | Nev. Rev. Stat. §86.296 | |
| North Dakota | N.D. Cent. Code §§10-32-17.5, 10-32-48, 10-32-56.5.a,10-32-56.7. | North Dakota allows series LLCs, but does not specifically provide for a liability shield between the different series. |
| Oklahoma | 18 Okla. St. Ann. §§2005(B), 2054.4 | |
| Tennessee | T.C.A. §48-249-309 | |
| Texas | Texas Business Organizations Code §§101.601 to 101.621, 21.152(A),(C),(D), 21.153(A), 21.361(A)(2) | |
| Utah | Utah Rev. Limited Liability Company Act §48-2c-606 | |
| Wisconsin | Wis. Stat. Ann. §183.0504 | Wisconsin allows series LLCs, but does not specifically provide for a liability shield between the different series. |
| Wyoming | W.S. 17-29-211 | |
| Puerto Rico | Puerto Rico Laws Ann. Title 14, §3426(p) |
A Series LLC can offer flexibility but is not the answer for every business. An attorney should conduct an evaluation to determine if a Series LLC is right for your business. Should you have any questions about setting up a Series LLC, or any other law that may affect your business, please contact Waltz, Palmer & Dawson, LLC at (847)253-8800 or contact us online.
Waltz, Palmer & Dawson, LLC is a full-service law firm with various areas of service to assist your business, including: Employment Law, Intellectual Property, Commercial Real Estate, Business Immigration, Litigation and general Business Law services. Individual services include Estate Planning, Wills and Trusts, Probate, Guardianship, Divorce and Family Law.
This article constitutes attorney advertising. The material is for informational purposes only and does not constitute legal advice.