Series LLC States That Allow Them: Complete 2026 State-by-State Guide

If you own multiple rental properties, run several business lines, or manage assets across different ventures, you’ve probably asked yourself: do I need a separate LLC for each one? The answer, in many states, is no — because the series LLC structure was built precisely for this situation.

But here’s the catch: not every state allows them, and the rules vary significantly where they do. Before you decide whether this structure is worth pursuing, you need to know which are the series LLC states that allow them, what it costs, and whether the legal protections actually hold up the way the marketing materials suggest.

If you’re already leaning toward forming a series LLC in Delaware or Texas — two of the most popular jurisdictions — Northwest Registered Agent is one of the few formation services that handles series LLC filings correctly, with registered agent service starting at $39/year. Most generic services don’t even list “series LLC” as an option, so the service you choose matters here.

Let’s break down everything you need to know.

What Is a Series LLC? (A Quick Primer)

Before diving into the state-by-state list, it helps to understand what a series LLC actually is — because it’s genuinely different from a standard LLC structure.

A series LLC is a single legal entity that can contain multiple “cells” or “series” beneath it, each with its own:

Members and ownership structure
Assets and liabilities
Business purpose
Managers (if applicable)

Critically, in states with proper statutory protections, the liabilities of one series are ring-fenced from the assets of another. If Series A gets sued, Series B’s assets are supposed to be insulated — assuming the paperwork, accounts, and records are kept properly separate.

If you’re new to LLCs in general, start with our guide on what is an LLC before diving into the series structure — it’s a lot easier to understand the advanced version once you have the foundation.

The concept originated in Delaware in 1996, designed largely for mutual fund structures that needed asset segregation without forming dozens of separate entities. It’s since been adopted widely in the real estate investment community.

Which States Allow Series LLCs in 2026?

As of 2026, more than 20 U.S. states (plus Puerto Rico) have enacted statutes explicitly permitting the formation of series LLCs. Here is the current list:

State	Year Enacted	Notable Features
Delaware	1996	The original; gold standard for business law
Illinois	2005	Strong creditor protection language
Nevada	2005	No state income tax; strong privacy
Iowa	2005	Straightforward statute; lower costs
Oklahoma	2005	Favorable for agriculture and energy
Tennessee	2006	Explicit protected series language
Texas	2009	Broad adoption; strong real estate use
Wisconsin	2010	Business-friendly regulatory environment
Utah	2013	Clean statute; low state fees
Missouri	2013	Active real estate investor community
Indiana	2016	Follows Uniform Protected Series Act model
Kansas	2016	Low annual fees
Nebraska	2016	Straightforward formation
North Dakota	2017	Minimal ongoing requirements
Virginia	2019	Active adoption for investment groups
Alabama	2018	Broad statute
Wyoming	2018	Strong asset protection; no income tax
Arkansas	2015	Low filing fees
Florida	2022	Late adopter; growing use case in real estate
Minnesota	2020	Model statute language
Montana	2021	Rural land and agricultural use cases
Ohio	2022	Growing real estate adoption
Michigan	2010	Moderate use; LLC-friendly environment
Puerto Rico	—	U.S. territory with series LLC statute

A few important caveats:

California does not permit forming a series LLC domestically, but it does recognize foreign series LLCs registered in other states — with significant tax implications. You’ll owe California’s $800 minimum franchise tax per series, which eliminates most of the cost advantage.
New York, Pennsylvania, Colorado, and several other states have no series LLC legislation and do not formally recognize the liability separation between series.
Federal recognition (particularly for tax purposes) remains unsettled. The IRS issued proposed regulations in 2010 treating each series as a separate entity for tax purposes, but final guidance has still not been issued as of 2026.

How a Series LLC Actually Works (With a Real-World Example)

The concept becomes much clearer with an example. Imagine you own three rental properties in Texas:

Property A: A duplex in Austin worth $600,000
Property B: A commercial strip mall in Houston worth $1.2M
Property C: A single-family home in San Antonio worth $280,000

Without a series LLC, your options are:

Put all three in one LLC — liability from one property can theoretically reach the others
Form three separate LLCs — costs three times the filing fees, three annual reports, three registered agent fees, three bank accounts

With a Texas series LLC, you form one master LLC and create three separate series inside it — one per property. Each series holds only its own property, and a tenant injury lawsuit against Series A is supposed to stay within Series A.

The statutory language in Texas (Texas Business Organizations Code § 101.601 et seq.) is explicit that “the debts, obligations, or other liabilities of a series…are enforceable against the assets of that series only.” That’s meaningful protection — if it’s properly maintained.

In my experience working with real estate investors, the biggest mistake I see is people assuming the series structure does the work for them. It doesn’t. You need separate bank accounts for each series, meticulous bookkeeping, and — ideally — a CPA and attorney who understand the structure. Cut corners here and you’ve paid extra for protection that evaporates in court.

Series LLC Costs and Filing Fees by State

Cost is one of the primary reasons people pursue this structure — but the savings depend heavily on which state you’re in and how many series you plan to run.

Delaware

Formation fee: $90 for the master LLC
Annual franchise tax: $300 flat
Each series does not require a separate filing or additional state fee in Delaware
However, each series may owe separate franchise taxes depending on your CPA’s treatment

Texas

Formation fee (Certificate of Formation): $300
No annual report or franchise tax for most small series LLCs (Texas margin tax threshold exemptions apply under $2.47M revenue in 2026)
Series are created via the operating agreement — no additional state filing required

Nevada

Formation fee: $75 for LLC + $150 business license
Annual report: $350
Series created internally; strong privacy protections

Wyoming

Formation fee: $100
Annual report: $60 minimum
No state income tax; strong asset protection reputation

Florida (enacted 2022)

Formation fee: $125
Annual report: $138.75
Still a relatively new statute; case law is limited

Illinois

Formation fee: $150
Annual report: $75
One of the more developed body of case law outside Delaware

For a direct comparison of overall LLC costs across all states, our guide on how much does an LLC cost has the current fee breakdown.

The Real Pros and Cons of a Series LLC

Advantages:

Cost efficiency at scale — One set of formation documents, one master registered agent, one annual report (in most states) instead of multiples
Asset segregation — Liability from one series doesn’t (in theory) reach another
Flexible ownership — Each series can have different owners, different profit-sharing arrangements
Privacy — In states like Wyoming and Nevada, series members may not appear in public records

Disadvantages:

Untested in federal bankruptcy — Bankruptcy courts are federal, and federal law doesn’t formally recognize series LLCs. If your business goes through bankruptcy proceedings, the series separation may not hold.
Multistate complications — If you do business across multiple states, each state treats your series differently. Some states charge per-series franchise taxes (California’s $800 per series is the clearest example).
Limited case law — Outside Delaware, there are very few court decisions testing the liability separation. You’re partly relying on a legal theory that hasn’t been stress-tested.
Lender hesitation — Many commercial lenders aren’t familiar with the structure. Getting a mortgage or business loan into a series can be harder than with a standalone LLC.
IRS ambiguity — The IRS’s 2010 proposed regulations (REG-119921-09) still haven’t been finalized as of 2026. Tax treatment can vary depending on elections made and how your CPA files.

The Uniform Law Commission has been working on standardizing series LLC law through the Uniform Protected Series Act, which has been adopted in a growing number of states — but uniform adoption is still years away.

Series LLC vs. Multiple Single-Member LLCs: Which Wins?

This is the real question most serious operators face. Here’s a quick side-by-side for a real estate investor holding 5 properties in Texas:

Factor	Series LLC (TX)	5 Separate LLCs (TX)
Formation cost	$300 (once)	$1,500 ($300 × 5)
Annual reports	1	5
Registered agent	1 account	5 accounts
Bank accounts	5 (still needed)	5
Legal complexity	Higher	Lower
Multistate recognition	Inconsistent	Universal
Lender familiarity	Lower	Higher

For a high-volume operator in a single state with a good attorney on retainer, the series LLC wins on cost and efficiency. For a newer investor who isn’t sure how many properties they’ll hold, or who plans to operate across multiple states, five separate LLCs may actually be simpler and more defensible.

Our full comparison guide on best state to form an LLC also covers this tradeoff from a broader angle if you’re still deciding on your base jurisdiction.

How to Form a Series LLC (Formation Services That Can Help)

Here’s where most people run into trouble: not every LLC formation service can handle a series LLC correctly. Many online services default to standard single-entity LLC filings and don’t know how to structure the operating agreement or the Articles of Organization to include series language.

The formation process (using Texas as an example):

File a Certificate of Formation with the Texas Secretary of State that specifically includes the “notice of series” language (required under TBOC § 101.602)
Draft a master operating agreement that defines how series are created and governed
Draft individual series operating agreements for each series
Open separate bank accounts for each series (this is not optional if you want the liability separation to hold)
Appoint a registered agent for the master LLC (this covers all series in most states)

Formation services worth considering in 2026:

Northwest Registered Agent is the most experienced of the major services when it comes to series LLCs. Their $39/year registered agent fee is competitive, and they’ll correctly flag the series language requirement in your formation documents — something ZenBusiness (which starts at $0 + state fees for standard formations) doesn’t explicitly address in their standard workflow. If you’re going the series route, Northwest’s $39 base registered agent fee plus their formation support is the safer bet over a generic discount service.

LegalZoom does offer LLC formation but charges a premium — their basic plan starts at $0 + state fees but attorney-reviewed operating agreement upgrades push costs to $200+ quickly. For a series LLC, which requires customized operating agreement language, their standardized templates may not be sufficient without additional legal review.

For the operating agreement itself — especially the master operating agreement and individual series agreements — this is one situation where we genuinely recommend working with a local business attorney who knows your state’s specific statute. The document needs to be precise, and off-the-shelf templates frequently miss required notice provisions.

You can also browse our best LLC formation services comparison if you want to evaluate options across price, speed, and support quality before committing.

For registered agents specifically, our Northwest Registered Agent review covers their service in detail — they’re one of the few major providers with real humans answering compliance questions, which matters when you’re navigating a more complex structure like this.

Frequently Asked Questions

How many states allow series LLCs? As of 2026, more than 20 U.S. states and Puerto Rico have enacted series LLC statutes. The most popular jurisdictions for series LLC formation are Delaware, Texas, Nevada, Wyoming, and Illinois. The number has grown significantly since 2015, as more states have adopted versions of the Uniform Protected Series Act.

Do all series LLCs provide the same liability protection? No — and this is critically important. The strength of liability separation between series varies significantly by state statute and by how well the structure is maintained. Delaware and Texas have the most developed statutory language. States that adopted the Uniform Protected Series Act (Indiana, Kansas, Minnesota, and others) provide clearer protections than states with older or less specific statutes. In all cases, the protection requires separate recordkeeping, separate bank accounts, and proper documentation.

Can I form a series LLC in a state where I don’t live? Yes. This is common — especially forming in Delaware or Wyoming, then registering as a foreign LLC in your home state. However, you’ll owe fees and potentially taxes in both states. If your home state doesn’t recognize series LLCs (like California), you may face per-series fees that eliminate any cost savings.

How does the IRS treat a series LLC for taxes? The IRS issued proposed regulations in 2010 suggesting each series should be treated as a separate entity for federal tax purposes — meaning separate EINs, separate tax filings, and potentially separate elections. However, as of 2026, these regulations remain proposed, not final. Most tax practitioners file each series as a separate disregarded entity or partnership depending on its ownership structure. This is a situation that genuinely requires a CPA who has worked with series LLCs before. The IRS guidance on LLCs provides baseline information, but doesn’t yet address the series structure definitively.

Do I need a separate EIN for each series? In practice, most attorneys and CPAs recommend obtaining a separate EIN for each series — both for clean tax reporting and for opening separate bank accounts (most banks require an EIN per account). The IRS allows you to obtain an EIN for each series, though it may identify them as “disregarded entities” of the master LLC depending on ownership structure.

Can a series LLC have members from outside the U.S.? Yes, in most states. Series LLCs can have foreign nationals as members at both the master and series level. However, foreign ownership triggers additional reporting requirements — including FIRPTA for U.S. real estate holdings and additional FinCEN reporting. Make sure your CPA understands cross-border LLC ownership before proceeding.

What happens if I operate a series LLC in a state that doesn’t recognize them? This is the multistate problem in action. If you form a Texas series LLC but do business in New York (which has no series LLC statute), a New York court would likely treat all series as a single LLC — which means no liability separation. For operations in non-series states, you may be better off forming separate standalone LLCs for those locations rather than relying on series protection that won’t hold up.

Is a series LLC right for a small landlord with just two properties? Honestly, probably not — at least not yet. The added legal complexity, attorney fees for proper operating agreements, and the need for meticulous recordkeeping often outweigh the cost savings compared to just forming two separate LLCs. The series structure starts making strong economic sense when you’re managing five or more properties or multiple business lines, and when you have a CPA and attorney who are already familiar with the structure. For a small operator, two clean single-member LLCs are often simpler, cheaper over the long run, and more defensible in court.

The author name used in this article may be a pen name or pseudonym and is used for illustrative and editorial purposes only. This article is for informational purposes only and does not constitute investment, tax, or legal advice. The series LLC structure involves complex legal and tax considerations that vary significantly by state and by individual circumstances. Consult qualified legal and tax professionals before making any business formation decisions.